Charter Communications (CHTR) 10-K risk factor changes: FY2022 vs FY2021

In some instances, we compete against companies with fewer regulatory burdens, access to better financing and greater and more favorable brand name [added: recognition.]

Our Internet service faces competition from [removed: the phone] [added: other] companies’ FTTH, [removed: FTTN,] fixed wireless broadband, Internet delivered via satellite and DSL services.

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

Competition 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 [removed: and/or] [added: and] put pressure on margins.

[removed: Our] [added: A] failure to effectively anticipate or adapt to new technologies and changes in 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.

We depend on a limited number of third-party service providers, suppliers and licensors to supply some of the services, hardware, software and operational support necessary to provide some of our [removed: services.][added: services and execute our network evolution and rural construction initiatives.]

Our ability to provide some services [added: and complete our network evolution and rural construction initiatives] might be materially adversely affected, or the need to procure or develop alternative sources of the affected materials or services might interrupt or delay our ability to serve [removed: our] [added: existing and new] customers, if any of these parties experience or engage in the following:

- significantly increase the amount we are required to pay (including demands for substantial non-monetary compensation) for necessary products or services; [added: or]

Our third-party service providers, suppliers and licensors have been disrupted by worker absenteeism, quarantines, restrictions on employees’ ability to work, office and factory closures, disruptions to ports and other shipping infrastructure, border closures, or other travel or health-related [removed: restrictions.][added: restrictions over the last three years.]

[removed: Programming costs per video customer are rising at a fast rate and we] [added: We] may not have the ability to [removed: reduce or moderate the growth rates of, or] pass on to our [removed: customers, our increasing] [added: customers all of the increases in] programming costs, which [removed: would] [added: could] adversely affect our cash flow and operating margins.

[removed: The] [added: Although we pass along amounts paid for local broadcast station retransmission consent to the majority of our customers, the] inability to fully pass programming cost increases on to our customers has had, and is expected in the future to have, an adverse impact on our cash flow and operating margins associated with the video product.

To the extent that we are unable to reach agreement with certain programmers on terms that we believe are reasonable, we have been, and may [removed: be] in the [removed: future,] [added: future be,] forced to remove such programming channels from our line-up, which may result in a loss of customers.

[removed: Our] [added: Any] failure to carry programming that is attractive to our customers could adversely impact our customer levels, operations and financial results.

In retransmission-consent negotiations, broadcasters often condition consent with respect to one station on carriage of one or more other stations or programming services in which they [added: or their affiliates have an interest.]

[removed: Our inability] [added: Any failure] to respond to technological developments and meet customer demand for new products and services could adversely affect our ability to compete effectively.

If we choose technologies or equipment that are less effective, cost-efficient or attractive to customers than those chosen by our competitors, if technologies or equipment on which we 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, [removed: or] [added: if] we are not able to fund the expenditures necessary to keep pace with technological developments, or if we are no longer able to make our services available to our customers on a [removed: 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.][added: third-]

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

Network and information systems technologies are critical to our operating activities, both for our internal uses, such as network [removed: management] [added: management,] and supplying services to our customers, including customer service operations and programming delivery.

[removed: While from time to time attempts] have been made to access our network, these [removed: attempts] [added: events] have not as yet resulted in any material release of information, degradation or disruption to our network and information systems.

Ongoing increases in the potential for [removed: mis-use] [added: misuse] of personal information, the public’s awareness of the importance of safeguarding personal information, and the volume of legislation that has been adopted or is being considered regarding the protection, privacy, and security of personal information have resulted in increases to our information-related risks.

If there were a [added: prolonged] general economic downturn, we may experience increased cancellations or non-payment by our customers or unfavorable changes in the mix of products purchased.

These events have adversely affected us in the past, and may adversely affect our cash flow, results of operations and financial condition if a downturn were to [removed: occur.][added: continue.]

[removed: The loss of] the services of key members of management and the inability or delay in hiring new key employees could adversely affect our ability to manage our business and our future operational and financial results.

We have a significant amount of debt and expect to incur significant additional debt, including secured debt, in the future, which could adversely affect our financial [removed: health] [added: condition] and our ability to react to changes in our business.

As of December 31, [removed: 2021,] [added: 2022,] our total principal amount of debt was approximately [removed: $91.2] [added: $97.4] billion with a leverage ratio of [removed: 4.4] [added: 4.47] times Adjusted EBITDA.

- make us vulnerable to interest rate increases, in part because approximately [removed: 13%] [added: 15%] of our borrowings as of December 31, [removed: 2021] [added: 2022] were, and may continue to be, subject to variable rates of interest;

In addition, [added: a portion of] our variable rate indebtedness may use London Interbank Offering Rate (“LIBOR”) as a benchmark for establishing the rate.

The United Kingdom’s Financial Conduct Authority, which regulates LIBOR, stopped publishing one week and 2 month U.S. Dollar (“USD”) LIBOR rates after 2021 with remaining USD LIBOR rates ceasing to be published [removed: on] [added: after] June 30, [removed: 2023 (the “FCA Announcement”).][added: 2023.]

In the United States, the [added: U.S. Federal Reserve, in conjunction with the] Alternative Reference Rates [removed: Committee] [added: Committee, a steering committee comprised of large U.S. financial institutions,] has proposed the Secured Overnight Financing Rate [removed: (“SOFR”)] [added: (“SOFR”), a new index calculated by short-term repurchase agreements backed by Treasury securities,] as an alternative to 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 [removed: in] the cost of our variable rate indebtedness.

[removed: Our credit facilities and the] [added: The] indentures governing [removed: our debt] [added: the CCO Holdings, LLC ("CCO Holdings") notes] contain a number of significant covenants that could adversely affect our ability to operate our business, our liquidity, and our results of operations.

These covenants restrict, among other things, [removed: our] [added: CCO Holdings, CCO Holdings Capital Corp.] and [removed: our] [added: all of their restricted] subsidiaries’ ability to:

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

Additionally, the Charter [removed: Communications Operating, LLC ("Charter Operating")] [added: Operating] credit facilities require Charter Operating to comply with a maximum total leverage covenant and a maximum first lien leverage covenant.

In addition, the secured lenders under our [added: secured] notes and the Charter Operating credit facilities could foreclose on their collateral, which includes equity interests in substantially all of our subsidiaries, and exercise other rights of secured creditors.

A/N currently owns Charter Class A common stock and a significant amount of membership interests in our subsidiary Charter [removed: Communications] Holdings, [removed: LLC (“Charter Holdings”),] which are convertible into Charter Class A common stock, and is entitled to certain governance rights with respect to Charter.

Steven Miron is the Chief Executive Officer of A/N and Michael Newhouse is [removed: an officer or director] [added: co-president] of [removed: several] [added: the parent] of [removed: A/N’s] [added: A/N and its] affiliates.

As of December 31, [removed: 2021,] [added: 2022,] Liberty Broadband beneficially held approximately [removed: 27.51%] [added: 27.64%] of Charter’s voting stock and A/N beneficially held approximately [removed: 12.62%] [added: 12.48%] of Charter’s voting stock.

Pursuant to the Amended and Restated Stockholders Agreement [removed: with] [added: among] Charter, Liberty Broadband and A/N, dated as of May 23, 2015 (as amended, the “Stockholders Agreement”), Liberty Broadband currently has the right to designate up to three directors as nominees for Charter’s board of directors and A/N currently has the right to designate up to two directors as nominees for Charter’s board of directors.

[removed: As a result, if Liberty Broadband and/or A/N] elect to exercise their preemptive rights, (i) these parties would not experience the dilution experienced by the other holders of Charter Class A common stock, and (ii) such other holders of Charter Class A common stock may experience further dilution of their interest in Charter upon such exercise.

Programming costs are our single largest expense item.

Our programming costs have historically increased in excess of customary inflationary and cost-of-living type increases.

While decreases in video customers combined with a change in the mix of customers choosing lower cost packages have lowered total programming cost increases, we expect contractual programming rates per service subscriber to continue to increase as a result of annual increases pursuant to our programming contracts and contract renewals with programmers.

Additionally, the demands of large media companies, with additional selling power as a result of media and broadcast station groups consolidation, who link carriage of their most popular networks to carriage and cost increases of their less popular networks, and require us to carry their most popular networks to a large percentage of our video subscribers, have limited our flexibility in selling more tailored and cost-sensitive programming packages for consumers.

In order to mitigate impacts to our operating margins due to increasing programming rates, we continue to review our pricing and programming packaging strategies.

Increases in the cost of sports programming and the amounts paid for local broadcast station retransmission consent have been the largest contributors to the growth in our programming costs over the last few years.

Our programming contracts are generally for a fixed period of time, with potentially significant spend subject to negotiated renewal in any particular year.

We will seek to renew these agreements on terms that we believe are favorable.

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.

While from time to time attempts

The loss of

As of December 31, 2022, $70.7 billion of our debt was rated investment grade and $26.7 billion was rated high yield debt.

This split rating allows us to access both the investment grade debt market and the high yield debt market.

As a result of the pending cessation of LIBOR, we amended the Charter Operating credit agreement to replace LIBOR with SOFR as the interest rate benchmark for the revolving credit facility and certain of the term loans thereunder.

SOFR may fluctuate based on general economic conditions, general interest rates, Federal Reserve rates and the supply of and demand for credit in the market.

- pay dividends on equity or repurchase equity;

- sell all or substantially all of their assets or merge with or into other companies;

- sell assets;

- in the case of restricted subsidiaries, create or permit to exist dividend or payment restrictions with respect to CCO Holdings, guarantee their parent companies debt, or issue specified equity interests;

- engage in certain transactions with affiliates; and

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

The Charter Operating credit facilities, the Charter Operating notes, the TWC, LLC senior notes and debentures, and the TWCE debentures include customary negative covenants, including restrictions on the ability to incur liens securing indebtedness for borrowed money and consolidating, merging or conveying or transferring substantially all of the respective obligor’s assets.

As a result, if Liberty Broadband and/or A/N

- the provision of voice communications, including rules for emergency communications, outage reporting, Customer Proprietary Network Information (“CPNI”) reporting and efforts to limit unwanted robocalls;

recognition.

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 economic disruption.

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 and the long-term impact on our business, including from consumer behavior, after the pandemic is over.

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, the pace of households moving residences, 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 distribution and acceptance of vaccines and how quickly and to what extent normal economic and operating conditions can resume.

Furthermore, an extended duration of the COVID-19 pandemic could result in significant disruptions in our supply chain.

For example, quarantines, shelter-in-place and similar government orders, travel restrictions and health impacts of the COVID-19 pandemic, could impact the availability or productivity of personnel at third-party supply manufacturers, distributors, freight carriers and other necessary components of our supply chain.

Video programming has been, and is expected to continue to be, our largest operating expense item.

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

We expect programming rates 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 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.

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

The contracts set to expire in any particular year vary.

In addition, a number of programmers have begun to sell their services through alternative distribution channels, including IP-based platforms, which are less secure than our own video distribution platforms.

There is growing evidence that these less secure video distribution platforms are leading to video product theft via password sharing among consumers.

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

The ability for consumers to receive the same content for free through such unauthorized channels has devalued our video product which could impact sales, customer retention and our ability to pass through programming costs to consumers, which increases the risk of non-renewal when programmers seek increases.

Increased demands by owners of some broadcast stations for carriage of other services or payments to those broadcasters for retransmission consent are likely to further increase our programming costs.

In some cases, we carry stations under short-term arrangements while we attempt to negotiate new long-term retransmission agreements.

If negotiations with these programmers prove unsuccessful, they could require us to cease carrying their signals, possibly for an indefinite period.

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

or their affiliates have an interest.

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.

- repurchase or redeem equity interests and debt;

- issue equity;

- pay dividends or make other distributions;

- dispose of assets or merge;

- enter into related party transactions; and

- grant liens and pledge assets.

- the provision of voice communications;

For example, some local franchising authorities have imposed franchise fee assessments on our broadband Internet access service (in addition to our video service), and more may do so in the future.

If challenges to such assessments are unsuccessful, it could adversely impact our costs.

Although the FCC issued a decision precluding the imposition of such duplicative fees, that favorable decision is currently subject to judicial review.

We also distribute award-winning news [removed: coverage, sports] [added: coverage] and [removed: high-quality original] [added: sports] programming to our customers through Spectrum [removed: Networks and Spectrum Originals.][added: Networks.]

During the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] our mobile product line increased revenues by [removed: $2.2] [added: $3.0] billion and [removed: $1.4] [added: $2.2] billion, respectively, reduced Adjusted EBITDA by approximately [removed: $311] [added: $343] million and [removed: $401] [added: $311] million, respectively, and reduced free cash flow by approximately [removed: $853 million and] $1.1 [removed: billion,] [added: billion and $853 million,] respectively.

[removed: We expect mobile] [added: Mobile] Adjusted EBITDA [removed: will] [added: may] continue to be negative primarily as a result of growth-related sales and marketing and other customer acquisition costs for mobile services, and [added: depending on the pace of that growth.]

We also expect to continue to see negative free cash flow from the timing of device-related cash flows when we sell devices to customers pursuant to equipment installment plans and capital expenditures related to [removed: retail store and] CBRS build-out.

We realized revenue, Adjusted EBITDA and income from operations during the periods presented as follows (in millions; all percentages are calculated using whole [removed: numbers.][added: numbers; minor differences may exist due to rounding).]

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

| | | | [removed: 2021 | | | | | | 2020 | | | | | |] [added: 2022] | | | | | | [removed: 2021 vs. 2020 Growth] [added: 2021] | | | | | | [added: Growth] | | |

| Revenues | | | $ | [removed: 51,682] [added: 54,022] | | | | | $ | [removed: 48,097 | | | | | | | | | | | 7.5 | | % | | | | |] [added: 51,682] | |

| Adjusted EBITDA | | | $ | [removed: 20,630] [added: 21,616] | | | | | $ | [removed: 18,518 | | | | | | | | | | | 11.4 | | % | | | | |] [added: 20,630] | |

| Income from operations | | | [removed: $ | 10,526 | | | | | $ | 8,405 | | | | | | | | | | | 25.2] [added: 11,962] | | [removed: %] | | | | [added: 10,526] | | |

Growth in total revenue was primarily due to growth in our residential Internet, mobile and commercial [removed: customers and] [added: customers,] price [removed: adjustments.][added: adjustments and higher advertising sales.]

Adjusted EBITDA [added: growth] and [added: changes in] income from operations [removed: growth was] [added: were] impacted by growth in revenue and increases in operating costs and expenses, primarily mobile, [removed: programming and regulatory, connectivity] [added: costs to service customers] and [removed: produced content costs.][added: marketing.]

Approximately [removed: 91%] [added: 90%] of our revenues for each of the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] are attributable to monthly subscription fees charged to customers for our Internet, video, voice, mobile and commercial services as well as regional sports and news channels.

The remaining [removed: 9%] [added: 10%] of revenue is derived primarily from advertising revenues, franchise and other regulatory fee revenues (which are collected by us but then paid to local authorities), sales of mobile and video devices, processing fees or reconnection fees charged to customers to commence or reinstate service, installation, VOD and pay-per-view programming, and commissions related to the sale of merchandise by home shopping services.

Costs capitalized include materials, direct labor and certain indirect [removed: costs.]

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

We capitalized direct labor and overhead of [removed: $1.7] [added: $1.8] billion and [removed: $1.6] [added: $1.7] billion for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

For more [removed: information and a complete discussion of how we value and test franchise assets for impairment,] [added: information,] see Note [removed: 5] [added: 14] to the accompanying consolidated financial statements contained in “Part II.

For more [removed: information and a complete discussion on how we test goodwill for impairment,] [added: information,] see Note [removed: 5] [added: 17] to the accompanying consolidated financial statements contained in “Part II.

[removed: These losses resulted] [added: Charter has federal tax net operating loss carryforwards that expire in 2035 resulting] from the operations of Charter Communications Holding Company, LLC [removed: ("Charter Holdco")] and its subsidiaries and from loss carryforwards received as a result of the merger with TWC.

[removed: Federal] [added: In addition, Charter has state] tax net operating loss carryforwards [added: that generally] expire in the years [removed: 2034] [added: 2023] through [removed: 2035.][added: 2042.]

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

In evaluating the need for a valuation allowance, management takes into account various factors, including the [added: expiration date (if any) of such carryforwards, the] expected level of future taxable income, available tax planning strategies and reversals of existing taxable temporary differences.

Approximately [removed: $13] [added: $11] million of valuation allowance associated with federal capital loss carryforwards and approximately [removed: $23] [added: $29] million of valuation allowance associated with state tax loss carryforwards and other miscellaneous deferred tax assets [removed: remains on the December 31, 2021 consolidated balance sheet.][added: is]

Charter is currently under examination by the Internal Revenue Service ("IRS") for income tax purposes for [added: 2016 and] 2019.

Charter's [removed: 2016, 2018 and] 2020 [added: and 2021] tax years remain open for examination and assessment.

Charter’s 2017 [added: and 2018] tax [removed: year remains] [added: years remain] open solely for purposes of loss and credit carryforwards.

The IRS is currently examining Charter Holdings’ income tax [removed: return] [added: returns] for [removed: 2016] [added: 2016, 2019] and [removed: 2019.][added: 2021.]

Charter Holdings’ [removed: 2018 and] 2020 tax [removed: years remain] [added: year remains] open for examination and assessment, while 2017 [removed: remains] [added: and 2018 remain] open solely for purposes of credit carryforwards.

The IRS is currently examining TWC’s income tax returns for 2011 through [removed: 2014.][added: 2015.]

The IRS has examined Time Warner’s 2008 through 2010 income tax returns and the [added: appeal] results are [removed: under appeal.][added: being evaluated.]

Activity related to these state and local examinations did not have a material impact on our consolidated financial position or results of operations during the year ended December 31, [removed: 2021,] [added: 2022,] nor do we anticipate a material impact in the future.

[added: As of December 31, 2022, the accumulated] benefit obligation and fair value of plan assets was [removed: $3.7] [added: $2.2] billion and [removed: $3.5] [added: $2.6] billion, respectively, and the net [removed: underfunded liability] [added: funded asset] was recorded as a [removed: $1] [added: $362] million noncurrent asset, $5 million current liability and [removed: $222] [added: $17] million long-term liability.

We recognized net periodic pension benefit of [removed: $305] [added: $254] million and [removed: net periodic pension cost of $66] [added: $305] million in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

We used a discount rate of [removed: 3.01%] [added: 5.46%] to determine the December 31, [removed: 2021] [added: 2022] pension plan benefit obligation.

A decrease in the discount rate of 25 basis points would result in [removed: a $155] [added: an $83] million increase in our pension plan benefit obligation as of December 31, [removed: 2021] [added: 2022] and net periodic pension expense recognized in [removed: 2021] [added: 2022] under our mark-to-market accounting policy.

The expected long-term rate of return on plan assets used to determine net periodic pension benefit for the year ended December 31, [removed: 2022] [added: 2023] is expected to be 5.00%.

A decrease in the expected long-term rate of return of 25 basis points to 4.75%, while holding all other assumptions constant, would result in [removed: an increase in our 2022 net periodic pension expense of approximately $8 million.]

See Note [removed: 23] [added: 21] to the accompanying consolidated financial statements contained in “Part II.

A discussion of changes in our results of operations during the year ended December 31, [removed: 2020] [added: 2021] compared to the year ended December 31, [removed: 2019] [added: 2020] has been omitted from this Annual Report on Form 10-K, but may be found in “Item 7.

During the year ended December 31, 2022, we added 1,728,000 mobile lines, 344,000 Internet customers and 126,000 residential and SMB customer relationships, which excludes mobile-only customers.

We continue to see lower customer move rates and switching behavior among providers, which has reduced our selling opportunities.

In October 2022, we introduced Spectrum One, which brings together Spectrum Internet, Advanced WiFi and Unlimited Spectrum Mobile, to offer consumers fast, reliable and secure online connections on their favorite devices at home and on-the-go in a high-value package which contributed to our increase in mobile lines in the fourth quarter.

In 2022, we also made targeted investments in employee wages and benefits inside of our operations to build employee skill sets and tenure as well as continued to invest in digitization of our customer service platforms and proactive maintenance all with the goal of improving the customer experience, reducing transactions and driving customer growth.

We spent $1.8 billion on our rural construction initiative during the year ended December 31, 2022.

We expect that over time, our rural construction initiative will support customer growth and in 2022, we constructed over 200,000 rural passings.

In addition, we continue to evolve and upgrade our network to provide higher Internet speeds and reliability and invest in our products and customer service platforms.

We currently offer Spectrum Internet products with speeds up to 1 Gbps across our entire footprint and over the next three years, we plan to upgrade our network to provide multi-gigabit speeds.

Our Advanced WiFi, a managed WiFi service that provides customers an optimized home network while providing greater control of their connected devices with enhanced security and privacy, is available to nearly all Internet customers.

We continue to invest in our ability to provide a differentiated Internet connectivity experience for our mobile and fixed Internet customers with the availability of over 500,000 out of home WiFi access points across our footprint.

In addition, we continue to work towards the construction of our own 5G mobile data-only network leveraging our CBRS PALs.

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

In June 2022, we entered into a joint venture with Comcast to develop and offer a next-generation streaming platform, Xumo, on a variety of streaming devices and smart TVs.

Our investment is approximately $981 million with $271 million paid in 2022 and with the remaining non-cancelable required contributions to be paid over multiple years.

costs.

Charter also has indefinite life carryforwards as a result of Section 163(j) interest limitations.

recorded on the December 31, 2022 consolidated balance sheet.

No valuation allowance is deemed necessary as of December 31, 2022 related to the Section 163(j) interest limitation, based on the indefinite life carryforward, expected reversal of various deferred tax liabilities (primarily GAAP fixed asset depreciation), and a history of utilizing interest expense disallowance carryovers.

We will continue to monitor this deferred tax asset and update the valuation allowance analysis as needed.

a decrease in our 2023 net periodic pension benefit of approximately $6 million.

| | | | 2022 | | | | | | 2021 | | |

| | | | 42,060 | | | | | | 41,156 | | |

| | | | (4,500) | | | | | | (4,138) | | |

| Internet | | | $ | 22,222 | | | | | $ | 21,094 | | | | | 5.3 | | % |

| Video | | | 17,460 | | | | | | 17,630 | | | | | | (1.0) | | % |

| Voice | | | 1,559 | | | | | | 1,598 | | | | | | (2.5) | | % |

| Enterprise | | | 2,677 | | | | | | 2,573 | | | | | | 4.0 | | % |

| Mobile | | | 3,042 | | | | | | 2,178 | | | | | | 39.7 | | % |

| Other | | | 879 | | | | | | 845 | | | | | | 4.0 | | % |

| | | | $ | 54,022 | | | | | $ | 51,682 | | | | | 4.5 | | % |

| | | | | | |

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

| | | | $ | 1,128 | |

| | | | | | |

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

| | | | 2022 compared to 2021 | | |

| | | | $ | (170) | |

| | | | | | |

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

| | | | 2022 compared to 2021 | | |

Item 8.

The COVID-19 pandemic significantly impacted how our customers use our products and services, how they interact with us, and how our employees provide services to our customers.

Customer activity levels remain below normal which contributed to lower operating expense from reduced service transactions and lower bad debt in 2021 along with lower growth in customer relationships.

We cannot predict when trends return to pre-COVID-19 levels as the economy returns to normal activities.

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 with attractive pricing.

In October 2021, we announced and implemented new Spectrum Mobile multi-line pricing designed to drive more mobile line sales per customer, and in turn, drive more broadband sales and the associated retention benefits.

Further, we expect to continue to drive customer relationship growth through sales of Internet connectivity services and improving customer retention despite the expectation for continued losses of video and wireline voice customers.

Our Spectrum Mobile service is offered to customers subscribing to our Internet service and runs on Verizon's mobile network combined with Spectrum WiFi.

We continue to explore ways to drive even more mobile traffic to our network.

We intend to use CBRS PALs we purchased in 2020, along with unlicensed CBRS spectrum, to build our own 5G mobile data-only network on our existing infrastructure in targeted geographies where there is high outdoor cellular traffic volume.

This effort, in combination with our expanding WiFi network and continued 5G enhancements within the Verizon MVNO partnership agreement, should position our mobile product for continued customer experience and cost structure improvements.

As a result of growth costs associated with our new mobile product line, we cannot be certain that we will be able to grow revenues or maintain our margins at recent historical rates.

depending on the pace of that growth.

Minor differences may exist due to rounding).

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

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- Valuation and impairment of franchises and goodwill

while plant and equipment replacement, including replacement of certain components, betterments, and replacement of cable drops and outlets, are capitalized.

Valuation and impairment of franchises

The net carrying value of franchises as of both December 31, 2021 and 2020 was approximately $67.3 billion (representing 47% of total assets).

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

The units of accounting generally represent geographical clustering of our cable systems into groups.

We perform an impairment assessment of franchise assets annually or more frequently as warranted by events or changes in circumstances.

We performed a qualitative assessment in 2021.

Our assessment included consideration of a multitude of factors that affect the fair value of our franchise assets.

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

Based on our assessment, we concluded that it was more likely than not that the estimated fair values of our franchise assets equals or exceeds their carrying values and that a quantitative impairment test is not required.

Valuation and impairment of goodwill

The net carrying value of goodwill as of both December 31, 2021 and 2020 was approximately $29.6 billion (representing 21% and 20% of total assets, respectively).

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

Financial Statements and Supplementary

Data.” We perform our impairment assessment of goodwill annually as of November 30.

As with our franchise impairment testing, we elected to perform a qualitative assessment of goodwill in 2021.

Given the completion of the assessment and absence of significant adverse changes in factors impacting our fair value estimates, we concluded that it is more likely than not that our goodwill is not impaired.

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

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

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

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

Charter’s state tax loss carryforwards are subject to similar but varying restrictions.

TWC’s tax year 2015 remains subject to examination and assessment.

Cross-currency derivative instruments are used to [added: manage foreign exchange risk on the Sterling Notes by] effectively [removed: convert] [added: converting] £1.275 billion aggregate principal amount of fixed-rate British pound sterling denominated debt, including annual interest payments and the payment of principal at maturity, to fixed-rate U.S. dollar denominated debt.

The fair value of our cross-currency derivatives included in other long-term liabilities on our consolidated balance sheets was [removed: $290] [added: $570] million and [removed: $184] [added: $290] million as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

For more information, see Note [removed: 12] [added: 11] to the accompanying consolidated financial statements contained in “Part II.

As of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the weighted average interest rate on the credit facility debt was approximately [removed: 1.6%] [added: 5.9%] and [removed: 1.7%,] [added: 1.6%,] respectively, and the weighted average interest rate on the senior notes was approximately [removed: 4.9%] [added: 5.0%] and [removed: 5.1%,] [added: 4.9%,] respectively, resulting in a blended weighted average interest rate of [removed: 4.5%] [added: 5.1%] and [removed: 4.7%,] [added: 4.5%,] respectively.

The interest rate on approximately [added: 85% and] 87% of the total principal amount of our debt was fixed as of December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021, 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: 2021] [added: 2022] (dollars in millions):

| | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value | | |

| Average Interest Rate | | | | | | [removed: 4.46] [added: 6.92] | | % | | | | [removed: 6.92] [added: 4.50] | | % | | | | [removed: 4.50] [added: 4.91] | | % | | | | [removed: 4.91] [added: 5.50] | | % | | | | [removed: 5.50] [added: 5.13] | | % | | | | [removed: 4.89] [added: 4.92] | | % | | | | [removed: 4.91] [added: 4.96] | | % | | | | | | |

Interest rates on variable-rate debt are estimated using the average implied forward LIBOR [added: or SOFR] for the year of maturity based on the yield curve in effect at December 31, [removed: 2021] [added: 2022] including applicable bank spread.

| Fixed Rate | | | | | | $ | 1,500 | | | | | $ | 1,100 | | | | | $ | 4,500 | | | | | $ | 750 | | | | | $ | 3,250 | | | | | $ | 71,491 | | | | | $ | 82,591 | | | | | $ | 68,427 | |

| Variable Rate | | | | | | $ | 390 | | | | | $ | 1,290 | | | | | $ | 2,661 | | | | | $ | 366 | | | | | $ | 9,707 | | | | | $ | 363 | | | | | $ | 14,777 | | | | | $ | 14,371 | |

| Average Interest Rate | | | | | | 6.15 | | % | | | | 5.57 | | % | | | | 4.99 | | % | | | | 4.50 | | % | | | | 4.68 | | % | | | | 4.73 | | % | | | | 4.85 | | % | | | | | | |

We use derivative instruments to manage foreign exchange risk on the Sterling Notes, and do not hold or issue derivative instruments for speculative trading purposes.

The cross-currency derivative instruments have maturities of June 2031 and July 2042.

We are required to post collateral on the cross-currency derivative instruments when such instruments are in a liability position.

In April 2019, we entered into a collateral holiday agreement for 60% of both the 2031 and 2042 cross-currency swaps, which eliminates the requirement to post collateral for three years, as well as a ten year collateral cap on the remaining 40% of the cross-currency swaps which limits the required collateral posting on that 40% of the cross-currency swaps to $150 million.

In March 2021, the collateral holiday for 20% of the swaps was extended to November 2022 in consideration for our agreement to post collateral over a threshold amount on that 20% portion of the swaps from March 2021 through October 2021.

| Fixed Rate | | | | | | $ | 3,000 | | | | | $ | 1,500 | | | | | $ | 1,100 | | | | | $ | 4,500 | | | | | $ | 750 | | | | | $ | 68,725 | | | | | $ | 79,575 | | | | | $ | 88,058 | |

| Variable Rate | | | | | | $ | 277 | | | | | $ | 436 | | | | | $ | 1,165 | | | | | $ | 6,170 | | | | | $ | 38 | | | | | $ | 3,537 | | | | | $ | 11,623 | | | | | $ | 11,583 | |

| Average Interest Rate | | | | | | 1.86 | | % | | | | 2.68 | | % | | | | 3.16 | | % | | | | 3.04 | | % | | | | 3.40 | | % | | | | 3.56 | | % | | | | 3.17 | | % | | | | | | |

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 [removed: Enterprise] [added: Enterprise™] provides highly customized, fiber-based solutions.

We also distribute award-winning news [removed: coverage, sports] [added: coverage] and [removed: high-quality original] [added: sports] programming to our customers through Spectrum [removed: Networks and Spectrum Originals.][added: Networks.]

Our network, which we own and operate, passes over [removed: 54] [added: an estimated 55] million households and [removed: small and medium] businesses [removed: ("SMBs")] across the United States.

[removed: The combination of offering] [added: Offering] high quality, competitively priced products and outstanding [removed: service,] [added: service] allows us to [removed: both] increase [added: both] the number of customers we serve over our fully deployed [removed: network,] [added: network] and [removed: to increase] the number of products we sell to each customer.

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

We [removed: intend to use Citizens] [added: own 210 Citizen] Broadband Radio Service [removed: (“CBRS”)] [added: ("CBRS")] Priority Access Licenses [removed: (“PALs”) that we purchased in 2020,] [added: ("PALs") and intend to use these licenses] along with unlicensed CBRS [removed: spectrum,] [added: spectrum] to build our own [removed: fifth generation ("5G") mobile] [added: 5G] data-only [added: mobile] network on [removed: our existing infrastructure in] targeted [removed: geographies where there is high outdoor cellular traffic volume.][added: 5G small cell sites leveraging our HFC network to provide power and data connectivity to the majority of the sites.]

The equity ownership percentages shown below [added: for Charter Communications Holdings, LLC (“Charter Holdings”)] are approximations.

Indebtedness amounts shown below are principal amounts as of December 31, [removed: 2021.][added: 2022.]

See Note [removed: 9] [added: 8] to the accompanying consolidated financial statements contained in “Part II.

[removed: ][added: ]

[removed: ][added: ]

Bundled services [removed: are available to substantially all of our passings, and approximately 53% of our residential customers subscribe to a bundle of services] including some combination of our Internet, [removed: video and/or] [added: video,] voice [removed: products.][added: and/or mobile products are available to substantially all of our passings.]

The following table summarizes our customer statistics for Internet, video, voice and mobile as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] (in thousands except per customer data and footnotes).

| Residential | | | [removed: 29,926] [added: 29,988] | | | | | | [removed: 29,079] [added: 29,926] | | |

| Total Customer Relationships | | | [removed: 32,069] [added: 32,195] | | | | | | [removed: 31,130] [added: 32,069] | | |

| Monthly Residential Revenue per Residential Customer (c) | | | $ | [removed: 113.61] [added: 114.66] | | | | | $ | [removed: 111.15] [added: 113.61] | |

| Monthly SMB Revenue per SMB Customer (d) | | | $ | [removed: 165.50] [added: 164.50] | | | | | $ | [removed: 165.60] [added: 165.50] | |

| Residential | | | [removed: 28,137] [added: 28,412] | | | | | | [removed: 27,023] [added: 28,137] | | |

| SMB | | | [removed: 1,952] [added: 2,021] | | | | | | [removed: 1,856] [added: 1,952] | | |

| Total Internet Customers | | | [removed: 30,089] [added: 30,433] | | | | | | [removed: 28,879] [added: 30,089] | | |

| Residential | | | [removed: 15,216] [added: 14,497] | | | | | | [removed: 15,639] [added: 15,216] | | |

| SMB | | | [removed: 617] [added: 650] | | | | | | [removed: 561] [added: 617] | | |

| Total Video Customers | | | [removed: 15,833] [added: 15,147] | | | | | | [removed: 16,200] [added: 15,833] | | |

| Residential | | | [removed: 8,621] [added: 7,697] | | | | | | [removed: 9,215] [added: 8,621] | | |

| SMB | | | [removed: 1,282] [added: 1,286] | | | | | | [removed: 1,224] [added: 1,282] | | |

| Total Voice Customers | | | [removed: 9,903] [added: 8,983] | | | | | | [removed: 10,439] [added: 9,903] | | |

| Mobile Lines [added: (e)] | | | | | | | | | | | |

| Residential | | | [removed: 3,448] [added: 5,116] | | | | | | [removed: 2,320] [added: 3,448] | | |

| SMB | | | [removed: 116] [added: 176] | | | | | | [removed: 55] [added: 116] | | |

| Total Mobile Lines | | | [removed: 3,564] [added: 5,292] | | | | | | [removed: 2,375] [added: 3,564] | | |

| Enterprise Primary Service Units ("PSUs") [removed: (e)] [added: (f)] | | | [removed: 272] [added: 284] | | | | | | [removed: 259] [added: 272] | | |

On that basis, as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] customers include approximately [removed: 150,700] [added: 144,100] and [removed: 168,400] [added: 128,300] customers, respectively, whose accounts were over 60 days past due, approximately [removed: 39,900] [added: 52,800] and [removed: 17,800] [added: 26,800] customers, respectively, whose accounts were over 90 days past due, and approximately [removed: 43,500] [added: 214,100] and [removed: 11,100] [added: 43,200] customers, respectively, whose accounts were over 120 days past due.

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

We provide our customers with a suite of [added: broadband] connectivity services including fixed Internet, WiFi and mobile [removed: Internet] which when bundled together provides our customers with a differentiated [removed: Internet] [added: converged] connectivity experience while saving consumers and businesses money.

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

[removed: During 2021, we completed our roll out of the] [added: We offer] Advanced [removed: Home] WiFi [removed: (“AHW”)] service [removed: which is now available] across nearly all of our residential footprint along with [removed: the deployment of] WiFi 6 routers capable of delivering speeds over 1 Gbps.

With [removed: AHW,] [added: Advanced WiFi,] customers enjoy a cloud-optimized WiFi connection and have the ability to view and control their WiFi network through our Spectrum application (“My Spectrum App”).

Customers also have the option to add Spectrum WiFi pods to [removed: AHW.][added: Advanced WiFi.]

WiFi pods are small, discreet [removed: and powerful] access points that plug into electrical outlets in the home, providing broader and more consistent WiFi coverage.

In 2022, we [removed: will begin] [added: began] rolling out Spectrum Security Shield across the residential footprint which protects all devices in the home using network-based security.

Our strategy is focused on the evolution of our network, expansion of our footprint, and the execution of high quality operations, including customer service.

It allows us to maintain a state-of-the-art network delivering the most compelling converged connectivity services in a capital and time-efficient manner, and in turn, offer advanced services to consumers at highly attractive prices, together with outstanding customer service.

Evolution – Expanding the Capability of Our Network

Over the next three years, we plan to evolve our hybrid fiber coaxial network using a number of technologies, including spectrum expansion, initially to 1.2 GHz and then to 1.8 GHz, high splits to increase upstream speeds, Distributed Access Architecture ("DAA") and DOCSIS 4.0 technology.

Through this process, which we expect to essentially complete by year end 2025, we will transform our network to enable multi-gigabit data speeds to customers.

Those faster speeds will be offered in conjunction with our Spectrum mobile product and Advanced WiFi, providing customers seamless and convenient, ultra-fast converged connectivity in attractively priced packages, including Spectrum One, introduced in October 2022.

In addition, we expect our network evolution to enable us to offer fiber on demand across the majority of our footprint.

We also offer a comprehensive video product, and Xumo, a next generation streaming platform jointly owned with Comcast Corporation ("Comcast"), will create an app-based video platform with the ability to provide streaming video packages, leverage our Spectrum TV® application, aggregate consumer streaming applications, and provide an industry leading voice search.

Expansion – Building Our Future by Extending Our Network

Rural builds present strategic expansion opportunities of our footprint to unserved and underserved passings.

We expect to participate in additional federal, state and municipal grant programs over the coming years.

This investment will allow us to offer a suite of broadband connectivity services including fixed Internet, WiFi and mobile to more than one million estimated passings in unserved areas in states where we currently operate.

We have also renewed our focus on building to more passings inside and at the edge of our existing network.

To accomplish all of this, we have invested in new teams, new training and new equipment.

These investments will allow us to generate long-term infrastructure-style returns by taking further advantage of the efficiencies of the scale and quality of our network and construction capabilities while offering our high quality products and services to more homes and businesses.

Execution – Turning Our Strategy Into Success

We have competitive services and promote and package our services in ways that allow customers to have better products and save money.

In addition, our focus on service quality complements our products and price.

We improve the customer experience by digitizing service where customers prefer, performing proactive maintenance, and investing in systems and in our operations teams.

As part of our investment in operations teams, we are making targeted adjustments to job structure, pay and benefits and career paths to improve the skills and tenure of our workforce.

The map below highlights our footprint along with our planned rural expansion over the next several years based on grants awarded as of December 31, 2022.

| | | | 2022 (a) | | | | | | 2021 (a) | | |

| Small and Medium Business ("SMB") | | | 2,207 | | | | | | 2,143 | | |

Bad debt expense associated with these past due accounts has been reflected in our consolidated statements of operations.

The increase in past due accounts is predominately due to pre-existing and incremental unsubsidized services, including video services, for those customers participating in government assistance programs.

These customers are downgraded to a fully subsidized Internet-only service.

(e)Mobile lines include phones and tablets which require one of our standard rate plans (e.g., "Unlimited" or "By the Gig").

Mobile lines exclude wearables and other devices that do not require standard phone rate plans.

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

Spectrum Internet bundled with our in-home Advanced WiFi allows multiple people within a single household to stream high definition (“HD”) video content while simultaneously using our Internet service for other purposes including two-way video conferencing, among other things.

In 2022, we launched an enhancement to our connectivity services with Spectrum Mobile Speed Boost at Home (“Speed Boost”).

Customers are eligible for Speed Boost if they have both Spectrum Mobile and Spectrum Internet, a DOCSIS 3.1 modem and an Advanced WiFi router.

When connected on their Spectrum Mobile device through their secure in-home WiFi private service set identifier (“SSID”), customers are now experiencing the fastest overall speeds up to 1 Gbps.

The Spectrum Mobile SSID accelerates offload data from our mobile virtual network operator ("MVNO") cellular network to our own WiFi network and we expect it to be available across our footprint in 2023.

In June 2022, we entered into a joint venture with Comcast to develop and offer a next-generation streaming platform, Xumo, with the ability to provide streaming video packages, leverage our Spectrum TV® application, aggregate consumer streaming applications, and provide an industry leading voice search, with the benefit of new revenue streams.

Spectrum Business also includes a set of business services including static IP and business WiFi, e-mail and security, and voice services through either a traditional voice offering or hosted voice solution.

In December 2022, we launched Spectrum Business Connect with RingCentral as our new SMB communications solution that includes Spectrum Internet, voice and complementary mobility features, and allows our customers’ remote and office employees to stay more easily connected regardless of their location.

In December 2022, we launched Unified Communications with RingCentral, which integrates Spectrum Enterprise’s managed services to complement its other solutions and gives customers more choices for enhancing their digital experience across locations and devices.

In addition, for

In 2022, Spectrum Reach launched its first programmatic sales platform allowing advertising agencies and advertisers to buy inventory in a fully automated way.

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

This strategy, combined with simple, easy to understand pricing and packaging, is central to our goal of growing our customer base while selling more of our core connectivity services, which include both fixed and mobile Internet, video and voice services, to each customer.

We execute this strategy by managing our operations in a consumer-friendly, efficient and cost-effective manner.

Our operating strategy includes insourcing nearly all of our customer care and field operations workforces, which results in higher quality customer service.

While an insourced operating model can increase the field operations and customer care costs associated with individual service transactions, the higher quality nature of insourced labor service transactions significantly reduces the volume of service transactions per customer, more than offsetting the higher investment made in each insourced service transaction.

As we reduce the number of service transactions and recurring costs per customer relationship, we continue to provide our customers with products and prices that we believe provide more value than what our competitors offer.

We have enhanced our service operations to allow our customers to (1) more frequently interact with us through our customer website and My Spectrum 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.

By offering our customers growing levels of choices in how they receive and install their services and how they interact with us, we are driving higher overall levels of customer satisfaction and reducing our operating costs and capital expenditures per customer relationship.

Ultimately, our operating strategy enables us to offer high quality, competitively priced services profitably, while continuing to invest in new products and services.

The capability and functionality of our network continues to grow in a number of areas, especially with respect to wireless connectivity.

Our Internet service offers consumers the ability to wirelessly connect to our network using WiFi technology.

We estimate that over 400 million devices are wirelessly connected to our network through WiFi.

In addition, we extend Internet connectivity to our customers beyond the home via our Spectrum Mobile™ product through our mobile virtual network operator (“MVNO”) partnership agreement with Verizon Communications Inc. ("Verizon").

This effort, in combination with our expanding WiFi network and continued 5G enhancements within the MVNO partnership agreement, should position our mobile product for continued customer experience and cost structure improvements.

The map below highlights our footprint as of December 31, 2021.

| | | | 2021 (a) | | | | | | 2020 (a) | | |

| SMB | | | 2,143 | | | | | | 2,051 | | |

The increase in the past due accounts is predominately due to pre-existing balances for customers participating in the Emergency Broadband Benefit program through which a customer's monthly payment is subsidized by the federal government.

Our standard entry level fixed Internet download speed is at least 200 megabits per second (“Mbps”) in 85% of our footprint and 100 Mbps across the remainder of our footprint, which among other things, allows several people within a single household to stream high definition (“HD”) video content while simultaneously using our Internet service for other purposes.

Additionally, leveraging DOCSIS 3.1 technology, we offer Spectrum Internet Gig speed service (Internet speeds up to 1 gigabit per second ("Gbps")) across our footprint.

Originals such as *Joe Pickett* and *Temple*.

Additionally, customers can upgrade their Internet speeds by purchasing Internet Ultra (600 Mbps downstream) or Internet Gig.

Spectrum Business also includes a set of business services including static IP and business WiFi, e-mail and security, and multi-line telephone services with more than 35 business features including web-based service management, that are generally not available to residential customers.

We also offer Wireless Internet Backup to our SMB customers throughout our footprint.

News Networks

In October 2021, we implemented new multi-line unlimited data plans at lower prices for customers with two or more lines, at least one of which is an unlimited line.

For certain new build and MDU sites, we increasingly bring fiber to the customer site.

- dedicated bandwidth for two-way services;

- signal quality and high service reliability;

This bandwidth-rich network enables us to offer a large selection of HD channels and Spectrum Internet Gig and encrypted signals facilitate self-installs resulting in lower installation costs and truck rolls.

We believe as demand for data continues to grow, with our deployed DOCSIS 3.1 technology, we have the ability to increase speeds and reliability by allocating more of our plant bandwidth to both upstream and downstream IP services in a variety of ways, including moving our video services to MPEG-4 compression, moving more HD video content to switched digital video and more efficiently packaging our traditional linear video services.

We are also evaluating additional network enhancements to increase the capacity of our network for next generation products and services that give us the ability to offer multi-gigabit downstream speeds and up to one Gbps upstream speeds all in advance of migrating towards the next standard, DOCSIS 4.0, which we are currently developing with key vendors and industry participants.

In 2022, we will continue to deploy high splits in our service areas which are a capital efficient means of enhancing our network, as they use current DOCSIS 3.1 customer premise equipment and reduce the need for node splits, which were required as average consumer bandwidth utilization increased.

We own 210 CBRS PALs and intend to use these licenses along with unlicensed CBRS spectrum to build our own 5G data-only mobile network on targeted 5G small cell sites leveraging our HFC network to provide power and data connectivity to the majority of the sites.

with improving our cost structure.

We are focused on scaling our systems to actively manage traffic on Spectrum Mobile devices using our MVNO network through WiFi and future 5G mobile network.

We continue to migrate our call centers to full virtualization and expect all our call centers to be fully virtualized by late 2022.

targeted direct response marketing programs to existing and potential customers, and increases awareness and the value of the Spectrum brand.

Although an insignificant amount of our programming budget, recently we have begun entering into agreements to co-produce or exclusively license original content which give us the right to provide our customers with certain exclusive content for a period of time.

Our programming costs have historically increased in excess of customary inflationary and cost-of-living type increases.

The legal proceedings information set forth in Note [removed: 22] [added: 20] to the accompanying consolidated financial statements contained in “Part II.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

Indicate by check mark whether the [removed: registrants have] [added: registrant has] submitted electronically 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 [removed: registrants were] [added: registrant was] 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: 2021] [added: 2022] was approximately [removed: $90.2] [added: $50.8] billion, computed based on the closing sale price as quoted on the NASDAQ Global Select Market on that date.

There were [removed: 172,741,236] [added: 152,651,396] shares of Class A common stock outstanding as of December 31, [removed: 2021.][added: 2022.]

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 no later than 120 days after the end of the Registrant's fiscal year ended December 31, [removed: 2021.][added: 2022.]

FORM 10-K — FOR THE YEAR ENDED DECEMBER 31, [removed: 2021][added: 2022]

| [Item [removed: 1](#i118be80c53b5414fbabf8621d782beb9_16)] [added: 1](#i208a80689fa04721b58092c00537a755_16)] | | | | | | [removed: [Business](#i118be80c53b5414fbabf8621d782beb9_16)] [added: [Business](#i208a80689fa04721b58092c00537a755_16)] | | | | | | [removed: [1](#i118be80c53b5414fbabf8621d782beb9_16)] [added: [1](#i208a80689fa04721b58092c00537a755_16)] | | |

| [Item [removed: 1A](#i118be80c53b5414fbabf8621d782beb9_19)] [added: 1A](#i208a80689fa04721b58092c00537a755_19)] | | | | | | [Risk [removed: Factors](#i118be80c53b5414fbabf8621d782beb9_19)] [added: Factors](#i208a80689fa04721b58092c00537a755_19)] | | | | | | [removed: [17](#i118be80c53b5414fbabf8621d782beb9_19)] [added: [19](#i208a80689fa04721b58092c00537a755_19)] | | |

| [Item [removed: 1B](#i118be80c53b5414fbabf8621d782beb9_22)] [added: 1B](#i208a80689fa04721b58092c00537a755_22)] | | | | | | [Unresolved Staff [removed: Comments](#i118be80c53b5414fbabf8621d782beb9_22)] [added: Comments](#i208a80689fa04721b58092c00537a755_22)] | | | | | | [removed: [26](#i118be80c53b5414fbabf8621d782beb9_22)] [added: [27](#i208a80689fa04721b58092c00537a755_22)] | | |

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| [Item [removed: 3](#i118be80c53b5414fbabf8621d782beb9_28)] [added: 3](#i208a80689fa04721b58092c00537a755_28)] | | | | | | [Legal [removed: Proceedings](#i118be80c53b5414fbabf8621d782beb9_28)] [added: Proceedings](#i208a80689fa04721b58092c00537a755_28)] | | | | | | [removed: [26](#i118be80c53b5414fbabf8621d782beb9_28)] [added: [27](#i208a80689fa04721b58092c00537a755_28)] | | |

| [Item [removed: 4](#i118be80c53b5414fbabf8621d782beb9_31)] [added: 4](#i208a80689fa04721b58092c00537a755_31)] | | | | | | [Mine Safety [removed: Disclosures](#i118be80c53b5414fbabf8621d782beb9_31)] [added: Disclosures](#i208a80689fa04721b58092c00537a755_31)] | | | | | | [removed: [26](#i118be80c53b5414fbabf8621d782beb9_31)] [added: [27](#i208a80689fa04721b58092c00537a755_31)] | | |

| [Item [removed: 5](#i118be80c53b5414fbabf8621d782beb9_37)] [added: 5](#i208a80689fa04721b58092c00537a755_37)] | | | | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i118be80c53b5414fbabf8621d782beb9_37)] [added: Securities](#i208a80689fa04721b58092c00537a755_37)] | | | | | | [removed: [27](#i118be80c53b5414fbabf8621d782beb9_37)] [added: [28](#i208a80689fa04721b58092c00537a755_37)] | | |

| [Item [removed: 6](#i118be80c53b5414fbabf8621d782beb9_40)] [added: 6](#i208a80689fa04721b58092c00537a755_40)] | | | | | | [removed: [\[Reserved\]](#i118be80c53b5414fbabf8621d782beb9_40)] [added: [\[Reserved\]](#i208a80689fa04721b58092c00537a755_40)] | | | | | | [removed: [28](#i118be80c53b5414fbabf8621d782beb9_40)] [added: [29](#i208a80689fa04721b58092c00537a755_40)] | | |

| [Item [removed: 7](#i118be80c53b5414fbabf8621d782beb9_43)] [added: 7](#i208a80689fa04721b58092c00537a755_43)] | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i118be80c53b5414fbabf8621d782beb9_43)] [added: Operations](#i208a80689fa04721b58092c00537a755_43)] | | | | | | [removed: [28](#i118be80c53b5414fbabf8621d782beb9_43)] [added: [29](#i208a80689fa04721b58092c00537a755_43)] | | |

| [Item [removed: 7A](#i118be80c53b5414fbabf8621d782beb9_52)] [added: 7A](#i208a80689fa04721b58092c00537a755_52)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i118be80c53b5414fbabf8621d782beb9_52)] [added: Risk](#i208a80689fa04721b58092c00537a755_52)] | | | | | | [removed: [43](#i118be80c53b5414fbabf8621d782beb9_52)] [added: [43](#i208a80689fa04721b58092c00537a755_52)] | | |

| [Item [removed: 8](#i118be80c53b5414fbabf8621d782beb9_55)] [added: 8](#i208a80689fa04721b58092c00537a755_55)] | | | | | | [Financial Statements and Supplementary [removed: Data](#i118be80c53b5414fbabf8621d782beb9_55)] [added: Data](#i208a80689fa04721b58092c00537a755_55)] | | | | | | [removed: [44](#i118be80c53b5414fbabf8621d782beb9_55)] [added: [44](#i208a80689fa04721b58092c00537a755_55)] | | |

| [Item [removed: 9](#i118be80c53b5414fbabf8621d782beb9_58)] [added: 9](#i208a80689fa04721b58092c00537a755_58)] | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i118be80c53b5414fbabf8621d782beb9_58)] [added: Disclosure](#i208a80689fa04721b58092c00537a755_58)] | | | | | | [removed: [44](#i118be80c53b5414fbabf8621d782beb9_58)] [added: [44](#i208a80689fa04721b58092c00537a755_58)] | | |

| [Item [removed: 9A](#i118be80c53b5414fbabf8621d782beb9_61)] [added: 9A](#i208a80689fa04721b58092c00537a755_61)] | | | | | | [Controls and [removed: Procedures](#i118be80c53b5414fbabf8621d782beb9_61)] [added: Procedures](#i208a80689fa04721b58092c00537a755_61)] | | | | | | [removed: [44](#i118be80c53b5414fbabf8621d782beb9_61)] [added: [44](#i208a80689fa04721b58092c00537a755_61)] | | |

| [Item [removed: 9B](#i118be80c53b5414fbabf8621d782beb9_64)] [added: 9B](#i208a80689fa04721b58092c00537a755_64)] | | | | | | [Other [removed: Information](#i118be80c53b5414fbabf8621d782beb9_64)] [added: Information](#i208a80689fa04721b58092c00537a755_64)] | | | | | | [removed: [44](#i118be80c53b5414fbabf8621d782beb9_64)] [added: [45](#i208a80689fa04721b58092c00537a755_64)] | | |

| [Item [removed: 9C](#i118be80c53b5414fbabf8621d782beb9_1970)] [added: 9C](#i208a80689fa04721b58092c00537a755_67)] | | | | | | [Disclosure Regarding Foreign [removed: Jurisdiction] [added: Jurisdictions] that Prevent [removed: Inspections](#i118be80c53b5414fbabf8621d782beb9_1970)] [added: Inspections](#i208a80689fa04721b58092c00537a755_67)] | | | | | | [removed: [44](#i118be80c53b5414fbabf8621d782beb9_1970)] [added: [45](#i208a80689fa04721b58092c00537a755_67)] | | |

| [PART [removed: III](#i118be80c53b5414fbabf8621d782beb9_67)] [added: III](#i208a80689fa04721b58092c00537a755_70)] | | | | | | | | | | | | | | |

| [Item [removed: 10](#i118be80c53b5414fbabf8621d782beb9_70)] [added: 10](#i208a80689fa04721b58092c00537a755_73)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i118be80c53b5414fbabf8621d782beb9_70)] [added: Governance](#i208a80689fa04721b58092c00537a755_73)] | | | | | | [removed: [45](#i118be80c53b5414fbabf8621d782beb9_70)] [added: [46](#i208a80689fa04721b58092c00537a755_73)] | | |

| [Item [removed: 11](#i118be80c53b5414fbabf8621d782beb9_73)] [added: 11](#i208a80689fa04721b58092c00537a755_76)] | | | | | | [Executive [removed: Compensation](#i118be80c53b5414fbabf8621d782beb9_73)] [added: Compensation](#i208a80689fa04721b58092c00537a755_76)] | | | | | | [removed: [45](#i118be80c53b5414fbabf8621d782beb9_73)] [added: [46](#i208a80689fa04721b58092c00537a755_76)] | | |

| [Item [removed: 12](#i118be80c53b5414fbabf8621d782beb9_76)] [added: 12](#i208a80689fa04721b58092c00537a755_79)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i118be80c53b5414fbabf8621d782beb9_76)] [added: Matters](#i208a80689fa04721b58092c00537a755_79)] | | | | | | [removed: [45](#i118be80c53b5414fbabf8621d782beb9_76)] [added: [46](#i208a80689fa04721b58092c00537a755_79)] | | |

| [Item [removed: 13](#i118be80c53b5414fbabf8621d782beb9_79)] [added: 13](#i208a80689fa04721b58092c00537a755_82)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i118be80c53b5414fbabf8621d782beb9_79)] [added: Independence](#i208a80689fa04721b58092c00537a755_82)] | | | | | | [removed: [45](#i118be80c53b5414fbabf8621d782beb9_79)] [added: [46](#i208a80689fa04721b58092c00537a755_82)] | | |

| [Item [removed: 14](#i118be80c53b5414fbabf8621d782beb9_82)] [added: 14](#i208a80689fa04721b58092c00537a755_85)] | | | | | | [Principal [removed: Accounting] [added: Accountant] Fees and [removed: Services](#i118be80c53b5414fbabf8621d782beb9_82)] [added: Services](#i208a80689fa04721b58092c00537a755_85)] | | | | | | [removed: [45](#i118be80c53b5414fbabf8621d782beb9_82)] [added: [46](#i208a80689fa04721b58092c00537a755_85)] | | |

| [Item [removed: 15](#i118be80c53b5414fbabf8621d782beb9_88)] [added: 15](#i208a80689fa04721b58092c00537a755_91)] | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i118be80c53b5414fbabf8621d782beb9_88)] [added: Schedules](#i208a80689fa04721b58092c00537a755_91)] | | | | | | [removed: [46](#i118be80c53b5414fbabf8621d782beb9_88)] [added: [47](#i208a80689fa04721b58092c00537a755_91)] | | |

| [Item [removed: 16](#i118be80c53b5414fbabf8621d782beb9_91)] [added: 16](#i208a80689fa04721b58092c00537a755_94)] | | | | | | [Form 10-K [removed: Summary](#i118be80c53b5414fbabf8621d782beb9_91)] [added: Summary](#i208a80689fa04721b58092c00537a755_94)] | | | | | | [removed: [46](#i118be80c53b5414fbabf8621d782beb9_91)] [added: [47](#i208a80689fa04721b58092c00537a755_94)] | | |

| [Exhibit [removed: Index](#i118be80c53b5414fbabf8621d782beb9_97)] [added: Index](#i208a80689fa04721b58092c00537a755_100)] | | | | | | | | | | | | [removed: E-[1](#i118be80c53b5414fbabf8621d782beb9_97)] [added: E-[1](#i208a80689fa04721b58092c00537a755_100)] | | |

This annual report on Form 10-K is for the year ended December 31, [removed: 2021.][added: 2022.]

This annual report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as [removed: amended (the “Securities Act”),] [added: amended,] and Section 21E of the Securities Exchange Act of 1934, as [removed: amended (the “Exchange Act”),] [added: amended,] regarding, among other things, our plans, strategies and prospects, both business and financial including, without limitation, the forward-looking statements set forth in Part I.

- general business conditions, unemployment levels and the level of activity in the housing sector and economic uncertainty or [removed: downturn, including the impacts of the Novel Coronavirus (“COVID-19”) pandemic to sales opportunities from residential move activity, our customers, our vendors and local, state and federal governmental responses to the pandemic;][added: downturn;]

- our ability to procure necessary services and equipment from our vendors in a timely manner and at reasonable [removed: costs;][added: costs including in connection with our network evolution and rural construction initiatives;]


| [PART I](#i208a80689fa04721b58092c00537a755_13) | | | | | | | | | | | | | | |

| [PART II](#i208a80689fa04721b58092c00537a755_34) | | | | | | | | | | | | | | |

| [PART IV](#i208a80689fa04721b58092c00537a755_88) | | | | | | | | | | | | | | |

| [Signatures](#i208a80689fa04721b58092c00537a755_97) | | | | | | | | | | | | S-[1](#i208a80689fa04721b58092c00537a755_97) | | |

| [PART I](#i118be80c53b5414fbabf8621d782beb9_13) | | | | | | | | | | | | | | |

| [PART II](#i118be80c53b5414fbabf8621d782beb9_34) | | | | | | | | | | | | | | |

| [PART IV](#i118be80c53b5414fbabf8621d782beb9_85) | | | | | | | | | | | | | | |

| [Signatures](#i118be80c53b5414fbabf8621d782beb9_94) | | | | | | | | | | | | S-[1](#i118be80c53b5414fbabf8621d782beb9_94) | | |

Charter’s Class A common stock is listed on the NASDAQ Global Select Market under the symbol “CHTR.” As of December 31, [removed: 2021,] [added: 2022,] there were approximately [removed: 10,500] [added: 10,000] holders of record of Charter’s Class A common stock and one holder of Charter's Class B common stock.

During [removed: 2021,] [added: 2022,] there were no unregistered sales of securities of the registrant.

The following information is provided as of December 31, [removed: 2021] [added: 2022] with respect to equity compensation plans:

(1) This total does not include [removed: 4,627] [added: 6,845] shares issued pursuant to restricted stock grants made under our 2019 Stock Incentive Plan, which are subject to vesting based on continued service.

For information regarding securities issued under our equity compensation plans, see Note [removed: 17] [added: 16] to our accompanying consolidated financial statements contained in “Part II.

The performance graph required by Item 5 will be included in Charter’s [removed: 2022] [added: 2023] 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: 2021] [added: 2022] (dollars in millions, except per share data).

(1)Includes [removed: 4,028, 21,546] [added: 4,132, 21,063] and [removed: 1,600] [added: 9,646] 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: 2021,] [added: 2022,] respectively.

(2)During the three months ended December 31, [removed: 2021,] [added: 2022,] Charter purchased approximately [removed: 6.6] [added: 3.0] million shares of its Class A common stock for approximately [removed: $4.6] [added: $1.0] billion, which includes [removed: 2.1] [added: 1.2] million Charter class A common shares purchased from Liberty Broadband pursuant to the LBB Letter Agreement at an average price per unit of [removed: $726.18,] [added: $354.97,] or [removed: $1.5 billion.][added: $432 million.]

Charter Holdings purchased [removed: 1.0] [added: 0.6] million Charter Holdings common units from A/N at an average price per unit of [removed: $731.11,] [added: $363.53,] or [removed: $734][added: $223]

million during the three months ended December 31, [removed: 2021.][added: 2022.]

As of December 31, [removed: 2021,] [added: 2022,] Charter had remaining board authority to purchase an additional [removed: $1.9 billion] [added: $414 million] of Charter’s Class A common stock and/or Charter Holdings common units, excluding purchases from Liberty Broadband.

| Equity compensation plans approved by security holders | | | | | | 10,445,568 | | | (1) | | | | | | $ | 414.84 | | | | | 10,478,392 | | | (1) | | |

| TOTAL | | | | | | 10,445,568 | | | (1) | | | | | | | | | | | | 10,478,392 | | | (1) | | |

| October 1 - 31, 2022 | | | 1,852,906 | | | $ | 336.79 | | 1,848,774 | | | $166 | | |

| November 1 - 30, 2022 | | | 817,707 | | | $ | 337.34 | | 796,644 | | | $202 | | |

| December 1 - 31, 2022 | | | 395,322 | | | $ | 362.67 | | 385,676 | | | $414 | | |

| Equity compensation plans approved by security holders | | | | | | 9,726,801 | | | (1) | | | | | | $ | 373.80 | | | | | 12,326,587 | | | (1) | | |

| TOTAL | | | | | | 9,726,801 | | | (1) | | | | | | | | | | | | 12,326,587 | | | (1) | | |

| October 1 - 31, 2021 | | | 2,164,040 | | | $ | 736.75 | | 2,160,012 | | | $1,580 | | |

| November 1 - 30, 2021 | | | 2,524,940 | | | $ | 695.36 | | 2,503,394 | | | $2,523 | | |

| December 1 - 31, 2021 | | | 1,910,902 | | | $ | 657.45 | | 1,909,302 | | | $1,857 | | |

During the quarter ended December 31, [removed: 2021,] [added: 2022,] there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

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: 2021,] [added: 2022,] our internal control over financial reporting was effective.

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

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

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

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

In addition, consistent with Ms. Fischer’s prior employment agreement, we will continue to reimburse Ms. Fischer for all reasonable and necessary expenses incurred in connection with the performance of her duties.

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

The termination benefits described above are subject to Ms. Fischer’s execution of a release of claims in favor of Charter and its affiliates.

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

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

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

None.

The information required by Item 10 will be included in the Proxy Statement under the headings [removed: “Election] [added: “Proposal No. 1: Election] of [removed: Class A] Directors,” [removed: “Section] [added: “Delinquent Section] 16(a) [removed: Beneficial Ownership Reporting Requirements,”] [added: Reports,”] and “Code of Ethics,” or in amendment to this Annual Report on Form 10-K and is incorporated herein by reference.

The information required by Item 11 will be included in the Proxy Statement under the headings [removed: “Executive Compensation,” “Election] [added: “Compensation Discussion and Analysis,” “Proposal No. 1: Election] of [removed: Class A] Directors – [added: 2022] Director [removed: Compensation” and] [added: Compensation,”] “Compensation [removed: Discussion] [added: Committee Interlocks] and [removed: Analysis,”] [added: Insider Participation” and “Report of the Compensation and Benefits Committee”] or in an amendment to this Annual Report on Form 10-K and is incorporated herein by reference.

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

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

The information required by Item 13 will be included in the Proxy Statement under the heading “Certain Relationships and Related Transactions” and [removed: “Election] [added: “Proposal No. 1: Election] of [removed: Class A] Directors” or in amendment to this Annual Report on Form 10-K and is incorporated herein by reference.

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

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

| Date: January [removed: 28, 2022] [added: 27, 2023] | | | | | | | | | | | | | | |

| /s/ Thomas M. Rutledge | | | [removed: Chairman, Chief] Executive [removed: Officer,] [added: Chairman and] Director | | | January [removed: 28, 2022] [added: 27, 2023] | | |

| [removed: Thomas M. Rutledge] [added: Christopher L. Winfrey] | | | (Principal Executive Officer) | | | | | |

| /s/ Jessica M. Fischer | | | Chief Financial Officer (Principal Financial Officer) | | | January [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Kevin D. Howard | | | Executive Vice President, Chief Accounting Officer | | | January [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Eric L. Zinterhofer | | | Director | | | January [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ W. Lance Conn | | | Director | | | January [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Kim C. Goodman | | | Director | | | January [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Craig A. Jacobson | | | Director | | | January [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Gregory Maffei | | | Director | | | January [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ John D. Markley, Jr. | | | Director | | | January [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ David C. Merritt | | | Director | | | January [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ James E. Meyer | | | Director | | | January [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Steve Miron | | | Director | | | January [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Balan Nair | | | Director | | | January [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Michael Newhouse | | | Director | | | January [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Mauricio Ramos | | | Director | | | January [removed: 28, 2022] [added: 27, 2023] | | |

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

| [removed: 3.2] [added: 10.45+] | | | | | | [removed: [By-laws of Charter] [added: [Charter] Communications, Inc. [removed: as of May 18, 2016] [added: Amended and Restated 2009 Stock Incentive Plan] (incorporated by reference to Exhibit [removed: 3.2] [added: 10.6] to the Current Report on Form 8-K of Charter Communications, Inc. filed on May 19, 2016 (File No. [removed: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312516596195/d148819dex32.htm)] [added: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312516596195/d148819dex106.htm)] | | |

| [removed: 3.3] [added: 4.32] | | | | | | [removed: [First Amendment to Bylaws] [added: [Form] of [removed: Charter Communications, Inc. dated July 24, 2018] [added: Senior Secured Floating Notes due 2024] (incorporated by reference to Exhibit [removed: 3.1] [added: 4.3] to the Current Report on Form 8-K [removed: of] [added: filed by] Charter Communications, Inc. [removed: filed] on July [removed: 30,] [added: 9,] 2018 (File No. [removed: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166718000084/a072418exh31.htm)] [added: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312518214665/d555023dex42.htm)] | | |

| [removed: 10.1] [added: 4.2] | | | | | | [Indenture dated as of November 5, 2014, by and among CCO Holdings, LLC, CCO Holdings Capital Corp. and CCOH Safari, LLC, as Issuers, Charter Communications, Inc., as Parent Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to [removed: the](http://www.sec.gov/Archives/edgar/data/1091667/000109166714000221/exh41chtr1105148k.htm) [C](http://www.sec.gov/Archives/edgar/data/1091667/000109166714000221/exh41chtr1105148k.htm)[urrent](http://www.sec.gov/Archives/edgar/data/1091667/000109166714000221/exh41chtr1105148k.htm) [R](http://www.sec.gov/Archives/edgar/data/1091667/000109166714000221/exh41chtr1105148k.htm)[eport] [added: the Current Report] on Form [removed: 8-K of Charter] [added: 8-K](http://www.sec.gov/Archives/edgar/data/1091667/000109166714000221/exh41chtr1105148k.htm) [filed by](http://www.sec.gov/Archives/edgar/data/1091667/000109166714000221/exh41chtr1105148k.htm) [Charter] Communications, [removed: Inc. filed on] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1091667/000109166714000221/exh41chtr1105148k.htm) [on] November 10, 2014 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166714000221/exh41chtr1105148k.htm) | | |

| [removed: 10.2] [added: 4.3] | | | | | | [Indenture, dated as of July 23, 2015, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp. and CCO Safari II, LLC, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to [removed: the](http://www.sec.gov/Archives/edgar/data/1091667/000109166715000177/exh41chtr723158k.htm) [C](http://www.sec.gov/Archives/edgar/data/1091667/000109166715000177/exh41chtr723158k.htm)[urrent](http://www.sec.gov/Archives/edgar/data/1091667/000109166715000177/exh41chtr723158k.htm) [R](http://www.sec.gov/Archives/edgar/data/1091667/000109166715000177/exh41chtr723158k.htm)[eport] [added: the Current Report] on Form 8-K filed by Charter Communications, Inc. on July 27, 2015 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166715000177/exh41chtr723158k.htm) | | |

| [removed: 10.3] [added: 10.1] | | | | | | [Exchange and Registration Rights Agreement, dated July 23, 2015 relating to the 3.579% Senior Secured Notes due 2020, 4.464% Senior Secured Notes due 2022, 4.908% Senior Secured Notes due 2025, 6.384% Senior Secured Notes due 2035, 6.484% Senior Secured Notes due 2045 and 6.834% Senior Secured Notes due 2055, between CCO Safari II, LLC and Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and UBS Securities LLC, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to [removed: the](http://www.sec.gov/Archives/edgar/data/1091667/000109166715000177/exh101chtr723158k.htm) [C](http://www.sec.gov/Archives/edgar/data/1091667/000109166715000177/exh101chtr723158k.htm)[urrent](http://www.sec.gov/Archives/edgar/data/1091667/000109166715000177/exh101chtr723158k.htm) [R](http://www.sec.gov/Archives/edgar/data/1091667/000109166715000177/exh101chtr723158k.htm)[eport] [added: the Current Report] on Form 8-K filed by Charter Communications, Inc. on July 27, 2015 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166715000177/exh101chtr723158k.htm) | | |

| [removed: 10.4] [added: 4.9] | | | | | | [Indenture, dated as of November 20, 2015, among CCO Holdings, LLC, CCO Holdings Capital Corp. and CCOH Safari, LLC, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to [removed: the](http://www.sec.gov/Archives/edgar/data/1091667/000119312515387342/d215006dex41.htm) [C](http://www.sec.gov/Archives/edgar/data/1091667/000119312515387342/d215006dex41.htm)[urrent](http://www.sec.gov/Archives/edgar/data/1091667/000119312515387342/d215006dex41.htm) [R](http://www.sec.gov/Archives/edgar/data/1091667/000119312515387342/d215006dex41.htm)[eport] [added: the Current Report] on Form 8-K filed by Charter Communications, Inc. on November 25, 2015 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312515387342/d215006dex41.htm) | | |

| [removed: 10.5] [added: 4.10] | | | | | | [Seventh Supplemental Indenture, dated as of April 21, 2016, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to [removed: the](http://www.sec.gov/Archives/edgar/data/1091667/000119312516557101/d184565dex41.htm) [C](http://www.sec.gov/Archives/edgar/data/1091667/000119312516557101/d184565dex41.htm)[urrent](http://www.sec.gov/Archives/edgar/data/1091667/000119312516557101/d184565dex41.htm) [R](http://www.sec.gov/Archives/edgar/data/1091667/000119312516557101/d184565dex41.htm)[eport] [added: the Current Report] on Form 8-K filed by Charter Communications, Inc. on April 27, 2016 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312516557101/d184565dex41.htm) | | |

| [removed: 10.6] [added: 4.11] | | | | | | [removed: [F](http://www.sec.gov/Archives/edgar/data/1091667/000119312516557101/d184565dex101.htm)[orm] [added: [Form] of 5.500% Senior Notes due 2026 (incorporated herein by reference to [removed: Exhibit 10.1 to] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/1091667/000119312516557101/d184565dex41.htm) [4.2](http://www.sec.gov/Archives/edgar/data/1091667/000119312516557101/d184565dex41.htm) [to] the Current Report on Form 8-K of Charter Communications, Inc. filed April 27, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1091667/000119312516557101/d184565dex101.htm)] [added: 2016).](http://www.sec.gov/Archives/edgar/data/1091667/000119312516557101/d184565dex41.htm)] | | |

| [removed: 10.7] [added: 10.2] | | | | | | [Exchange and Registration Rights Agreement, dated April 21, 2016, relating to the 5.500% Senior Notes due 2026, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to [removed: the](http://www.sec.gov/Archives/edgar/data/1091667/000119312516557101/d184565dex101.htm) [C](http://www.sec.gov/Archives/edgar/data/1091667/000119312516557101/d184565dex101.htm)[urrent](http://www.sec.gov/Archives/edgar/data/1091667/000119312516557101/d184565dex101.htm) [R](http://www.sec.gov/Archives/edgar/data/1091667/000119312516557101/d184565dex101.htm)[eport] [added: the Current Report] on Form 8-K filed by Charter Communications, Inc. on April 27, 2016 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312516557101/d184565dex101.htm) | | |

| [removed: 10.8] [added: 4.12] | | | | | | [Second Supplemental Indenture, dated as of May 18, 2016, by and among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Safari II, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to [removed: the](http://www.sec.gov/Archives/edgar/data/1091667/000119312516600775/d198771dex41.htm) [C](http://www.sec.gov/Archives/edgar/data/1091667/000119312516600775/d198771dex41.htm)[urrent](http://www.sec.gov/Archives/edgar/data/1091667/000119312516600775/d198771dex41.htm) [R](http://www.sec.gov/Archives/edgar/data/1091667/000119312516600775/d198771dex41.htm)[eport] [added: the Current Report] on Form 8-K filed by Charter Communications, Inc. on May 24, 2016 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312516600775/d198771dex41.htm) | | |

| [removed: 10.9] [added: 4.13] | | | | | | [Third Supplemental Indenture, dated as of May 18, 2016, by and among CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to [removed: the](http://www.sec.gov/Archives/edgar/data/1091667/000119312516600775/d198771dex42.htm) [C](http://www.sec.gov/Archives/edgar/data/1091667/000119312516600775/d198771dex42.htm)[urrent](http://www.sec.gov/Archives/edgar/data/1091667/000119312516600775/d198771dex42.htm) [R](http://www.sec.gov/Archives/edgar/data/1091667/000119312516600775/d198771dex42.htm)[eport] [added: the Current Report] on Form 8-K filed by Charter Communications, Inc. on May 24, 2016 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312516600775/d198771dex42.htm) | | |

| [removed: 10.10] [added: 4.14] | | | | | | [Second Supplemental Indenture, dated as of May 18, 2016, by and among CCO Holdings, LLC, CCO Holdings Capital Corp., CCOH Safari, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to [removed: the](http://www.sec.gov/Archives/edgar/data/1091667/000119312516600775/d198771dex43.htm) [C](http://www.sec.gov/Archives/edgar/data/1091667/000119312516600775/d198771dex43.htm)[urrent](http://www.sec.gov/Archives/edgar/data/1091667/000119312516600775/d198771dex43.htm) [R](http://www.sec.gov/Archives/edgar/data/1091667/000119312516600775/d198771dex43.htm)[eport] [added: the Current Report] on Form 8-K filed by Charter Communications, Inc. on May 24, 2016 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312516600775/d198771dex43.htm) | | |

| [removed: 10.11] [added: 4.15] | | | | | | [Third Supplemental Indenture, dated as of February 6, 2017, among CCO Holdings, LLC, CCO Holdings Capital Corp., and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to [removed: the](http://www.sec.gov/Archives/edgar/data/1091667/000119312517031457/d316804dex41.htm) [C](http://www.sec.gov/Archives/edgar/data/1091667/000119312517031457/d316804dex41.htm)[urrent](http://www.sec.gov/Archives/edgar/data/1091667/000119312517031457/d316804dex41.htm) [R](http://www.sec.gov/Archives/edgar/data/1091667/000119312517031457/d316804dex41.htm)[eport] [added: the Current Report] on Form 8-K filed by Charter Communications, Inc. on February 6, 2017 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312517031457/d316804dex41.htm) | | |

| [removed: 10.12] [added: 10.3] | | | | | | [Exchange and Registration Rights Agreement, dated February 6, 2017, relating to the 5.125% Senior Notes due 2027, among CCO Holdings, LLC, CCO Holdings Capital Corp., and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., UBS Securities LLC, and Wells Fargo Securities, LLC, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to [removed: the](http://www.sec.gov/Archives/edgar/data/1091667/000119312517031457/d316804dex101.htm) [C](http://www.sec.gov/Archives/edgar/data/1091667/000119312517031457/d316804dex101.htm)[urrent](http://www.sec.gov/Archives/edgar/data/1091667/000119312517031457/d316804dex101.htm) [R](http://www.sec.gov/Archives/edgar/data/1091667/000119312517031457/d316804dex101.htm)[eport] [added: the Current Report] on Form 8-K filed by Charter Communications, Inc. on February 6, 2017 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312517031457/d316804dex101.htm) | | |

| [removed: 10.13] [added: 10.4] | | | | | | [Exchange and Registration Rights Agreement, dated March 29, 2017, relating to the 5.125% Senior Notes due 2027, among CCO Holdings, LLC, CCO Holdings Capital Corp., and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., UBS Securities LLC, and Wells Fargo Securities, LLC, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to [removed: the](http://www.sec.gov/Archives/edgar/data/1091667/000119312517104560/d343818dex101.htm) [C](http://www.sec.gov/Archives/edgar/data/1091667/000119312517104560/d343818dex101.htm)[urrent](http://www.sec.gov/Archives/edgar/data/1091667/000119312517104560/d343818dex101.htm) [R](http://www.sec.gov/Archives/edgar/data/1091667/000119312517104560/d343818dex101.htm)[eport] [added: the Current Report] on Form 8-K filed by Charter Communications, Inc. on March 31, 2017 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312517104560/d343818dex101.htm) | | |

| [removed: 10.14] [added: 4.17] | | | | | | [Fifth Supplemental Indenture, dated as of April 20, 2017, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.3 to [removed: the](http://www.sec.gov/Archives/edgar/data/1091667/000119312517137055/d383847dex43.htm) [C](http://www.sec.gov/Archives/edgar/data/1091667/000119312517137055/d383847dex43.htm)[urrent](http://www.sec.gov/Archives/edgar/data/1091667/000119312517137055/d383847dex43.htm) [R](http://www.sec.gov/Archives/edgar/data/1091667/000119312517137055/d383847dex43.htm)[eport] [added: the Current Report] on Form 8-K filed by Charter Communications, Inc. on April 26, 2017 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312517137055/d383847dex43.htm) | | |

| [removed: 10.15] [added: 10.5] | | | | | | [Exchange and Registration Rights Agreement, dated April 20, 2017, relating to the 5.125% Senior Notes due 2027, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Citigroup Global Markets Inc., as a representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to [removed: the](http://www.sec.gov/Archives/edgar/data/1091667/000119312517137055/d383847dex101.htm) [Cur](http://www.sec.gov/Archives/edgar/data/1091667/000119312517137055/d383847dex101.htm)[rent Report](http://www.sec.gov/Archives/edgar/data/1091667/000119312517137055/d383847dex101.htm) [on] [added: the Current Report on] Form 8-K filed by Charter Communications, Inc. on April 26, 2017 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312517137055/d383847dex101.htm) | | |

| [removed: 10.16] [added: 10.6] | | | | | | [Exchange and Registration Rights Agreement, dated April 20, 2017, relating to the 5.375% Senior Notes due 2047, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and Citigroup Global Markets Inc., as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.2 to the](http://www.sec.gov/Archives/edgar/data/1091667/000119312517137055/d383847dex102.htm) [Current Report](http://www.sec.gov/Archives/edgar/data/1091667/000119312517137055/d383847dex101.htm) [on Form 8-K filed by Charter Communications, Inc. on April 26, 2017 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312517137055/d383847dex102.htm) | | |

| [removed: 10.17] [added: 4.19] | | | | | | [Sixth Supplemental Indenture, dated as of July 6, 2017, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.3 to the](http://www.sec.gov/Archives/edgar/data/1091667/000119312517226207/d421424dex43.htm) [Current Report](http://www.sec.gov/Archives/edgar/data/1091667/000119312517137055/d383847dex101.htm) [on Form 8-K filed by Charter Communications, Inc. on July 12, 2017 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312517226207/d421424dex43.htm) | | |

| [removed: 10.18] [added: 10.7] | | | | | | [Exchange and Registration Rights Agreement, dated July 6, 2017, relating to the 3.750% Senior Notes due 2028, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the](http://www.sec.gov/Archives/edgar/data/1091667/000119312517226207/d421424dex101.htm) [Current Report](http://www.sec.gov/Archives/edgar/data/1091667/000119312517137055/d383847dex101.htm) [on Form 8-K filed by Charter Communications, Inc. on July 12, 2017 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312517226207/d421424dex101.htm) | | |

| | | | | | | By: | | | | | | /s/ Christopher L. Winfrey | | |

| | | | | | | | | | | | | Christopher L. Winfrey | | |

| /s/ Christopher L. Winfrey | | | President and Chief Executive Officer | | | January 27, 2023 | | |

| 4.73 | | | | | | [Form of 4.400% Senior Notes due 2033 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on March 15, 2022 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000110465922033983/tm229257d1_ex4-2.htm) | | |

| 4.74 | | | | | | [Form of 5.250% Senior Notes due 2053 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on March 15, 2022 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000110465922033983/tm229257d1_ex4-2.htm) | | |

| 4.75 | | | | | | [Form of 5.500% Senior Notes due 2063 (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by Charter Communications, Inc. on March 15, 2022 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000110465922033983/tm229257d1_ex4-2.htm) | | |

| 4.104* | | | | | | [Description of Securities.](https://www.sec.gov/Archives/edgar/data/1091667/000109166723000024/chtr12312022exh-4104.htm) | | |

| 10.71(b)+* | | | | | | [Employment Agreement, dated as of January](https://www.sec.gov/Archives/edgar/data/1091667/000109166723000024/chtr12312022exh-1071b.htm) [26](https://www.sec.gov/Archives/edgar/data/1091667/000109166723000024/chtr12312022exh-1071b.htm)[, 2023, by and between Charter Communications, Inc. and Jessica Fischer.](https://www.sec.gov/Archives/edgar/data/1091667/000109166723000024/chtr12312022exh-1071b.htm) | | |

| 10.72(a)+* | | | | | | [Employment Agreement, dated as of May 18, 2021, by and between Charter Communications, Inc. and Jonathan Hargis.](https://www.sec.gov/Archives/edgar/data/1091667/000109166723000024/chtr12312022exh-1072a.htm) | | |

| 10.72(b)+* | | | | | | [Amendment to Employment Agreement, dated as of May 11, 2022, by and between Charter Communications, Inc. and Jonathan Hargis.](https://www.sec.gov/Archives/edgar/data/1091667/000109166723000024/chtr12312022exh1072b.htm) | | |

January 26, 2023

| | | | 2022 | | | | | | 2021 | | |

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

| BALANCE, December 31, 2022 | | | $ | — | | $ | — | | $ | 23,940 | | $ | (14,821) | | $ | 9,119 | | $ | 3,430 | | $ | 12,549 | |

| Depreciation and amortization | | | 8,903 | | | | | | 9,345 | | | | | | 9,704 | | |

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

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

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

Government Assistance

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

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

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

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

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

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

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

| | | | | | | 2022 | | | | | | 2021 | | |

| | | | | | | 72,203 | | | | | | 68,563 | | |

| | | | | | | $ | 36,039 | | | | | $ | 34,310 | |

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

| | | | | | | 2022 | | | | | | | | | | | | | | | | | | 2021 | | | | | | | | | | | | | | |

| | | | | | | $ | 97,549 | | | | | $ | — | | | | | $ | 97,549 | | | | | $ | 97,531 | | | | | $ | — | | | | | $ | 97,531 | |

| | | | | | | $ | 18,690 | | | | | $ | (15,714) | | | | | $ | 2,976 | | | | | $ | 18,670 | | | | | $ | (14,376) | | | | | $ | 4,294 | |

DECEMBER 31, 2022, 2021 AND 2020

| 2023 | | | | | | $ | 1,083 | |

| 2024 | | | | | | 831 | | |

| 2025 | | | | | | 582 | | |

| 2026 | | | | | | 324 | | |

| 2027 | | | | | | 96 | | |

| | | | | | | $ | 2,976 | |

| | | | | | | | | | | | | Thomas M. Rutledge | | |

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

| 10.131 | | | | | | [Restatement Agreement, dated as of April 26 2019, to the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on December 21, 2017 and as amended by Amendment No. 1 as of January 24, 2019, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain subsidiaries of Charter Communications Operating, LLC, the lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.4 to the](http://www.sec.gov/Archives/edgar/data/1091667/000109166719000085/chtr3312019exh-104.htm) [Q](http://www.sec.gov/Archives/edgar/data/1091667/000109166719000085/chtr3312019exh-104.htm)[uarterly](http://www.sec.gov/Archives/edgar/data/1091667/000109166719000085/chtr3312019exh-104.htm) [R](http://www.sec.gov/Archives/edgar/data/1091667/000109166719000085/chtr3312019exh-104.htm)[eport on Form 10-Q of Charter Communications, Inc. filed April 30, 2019 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166719000085/chtr3312019exh-104.htm) | | |

| 10.137 | | | | | | [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](http://www.sec.gov/Archives/edgar/data/1091667/000119312516600775/d198771dex103.htm) [Current Report](http://www.sec.gov/Archives/edgar/data/1091667/000119312516600775/d198771dex106.htm) [on Form 8-K of Charter Communications, Inc. filed May 24, 2016).](http://www.sec.gov/Archives/edgar/data/1091667/000119312516600775/d198771dex103.htm) | | |

| 10.175 | | | | | | [Amendment to Letter Agreement, dated as of December 21, 2017, between Charter Communications, Inc. and Advance/Newhouse Partnership (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Charter Communications, Inc. filed on December 22, 2017 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312517377666/d501894dex991.htm) | | |

| 10.176 | | | | | | [Letter Agreement, dated as of February 23, 2021, between Charter Communications, Inc. and Liberty Broadband Corporation (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Charter Communications, Inc. filed on February 24, 2021 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166721000032/a022321chtr8-kexh991.htm) | | |

E-13

| | | | | | |

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

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

January 27, 2022

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

| | | | December 31, | | | | | | | | |

| ASSETS | | | | | | | | | | | |

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

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

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

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

| BALANCE, December 31, 2018 | | | $ | — | | $ | — | | $ | 33,507 | | $ | 2,780 | | $ | (2) | | $ | 36,285 | | $ | 7,987 | | $ | 44,272 | |

| Consolidated net income | | | — | | | — | | | — | | | 1,668 | | | — | | | 1,668 | | | 324 | | | 1,992 | | |

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

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

All significant intercompany accounts and transactions among consolidated entities have been eliminated.

depreciation is removed.

Asset Retirement Obligations

Leases

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

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

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

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

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

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

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

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

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

Revenue Recognition

Nature of Services