Charter Communications (CHTR) 10-K risk factor changes: FY2023 vs FY2022

Increasing consolidation in the telecommunications and content industries have provided additional benefits to certain of our competitors, either through access to financing, resources, or efficiencies of scale including the ability to launch new [removed: video] [added: products and] services.

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

Newer products and services, particularly alternative methods for the distribution, sale and viewing of content [removed: will likely] [added: may] continue to be developed, further increasing the number of competitors that we face.

A failure to effectively anticipate or adapt to new technologies [added: (including those that use artificial intelligence ("AI"))] 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.

Some of our hardware, software and operational support [removed: vendors,] [added: vendors] and service providers represent our sole source of supply or have, either through contract or as a result of intellectual property rights, a position of some exclusivity.

[removed: These] [added: Any of these] events could materially and adversely affect our ability to retain and attract customers and our operations, business, financial results and financial condition.

Programming costs are [added: one of] our [removed: single] largest expense [removed: item.][added: items.]

While decreases in video customers combined with a change in the mix of customers choosing lower cost packages have [removed: lowered] [added: offset] 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.

[removed: Additionally, the demands of large media companies, with additional selling power as a result of media] and broadcast station [removed: groups] [added: group] 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.

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

When a station opts for the [removed: retransmission consent] [added: retransmission-consent] regime, we are not allowed to carry the station’s signal without that station’s permission.

Carriage of these other services, as well as increased fees for retransmission rights, may increase our programming expenses [removed: and diminish the amount of capacity we have available to introduce new services,] which could have an adverse effect on our business and financial results.

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, 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-][added: 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.]

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

Both unsuccessful and successful “cyber attacks” on companies have continued to increase in frequency, scope and potential harm in recent [removed: years.][added: years, and the increasing use of AI may intensify these cybersecurity risks.]

[added: While from time to time attempts] have been made to access our network, these 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 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, [removed: privacy,] [added: privacy] and security of personal information have resulted in increases to our information-related risks.

This may include an increase in the number of homes that replace their video service with Internet-delivered [removed: and/or] [added: or] over-air content, as well as an increase in the number of Internet and voice customers substituting mobile data and voice products for wireline services, which would negatively impact our ability to attract customers, increase rates and maintain or increase revenue.

Our ability to [removed: retain and] hire [removed: new] [added: and retain] key employees for management positions could be impacted adversely by the competitive environment for management talent in the broadband communications and technology industries.

[added: 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 (subject to applicable restrictions in our debt instruments) incur additional debt in the future as [removed: we maintain our] [added: Charter maintains its] stated objective of 4.0 to 4.5 times Adjusted EBITDA leverage (net debt divided by [removed: the last twelve months Adjusted EBITDA).]

As of December 31, [removed: 2022,] [added: 2023,] our total principal amount of debt was approximately [removed: $97.4] [added: $97.6] billion [removed: with a] [added: and Charter's] leverage ratio [removed: of 4.47] [added: was 4.42] times Adjusted EBITDA.

As of December 31, [removed: 2022, $70.7] [added: 2023, $70.3] billion of our debt was rated investment grade and [removed: $26.7] [added: $27.3] billion was rated high yield debt.

Our significant amount of debt could have [added: adverse] consequences, such as:

- make us vulnerable to interest rate increases, in part because approximately [removed: 15%] [added: 14%] of our borrowings as of December 31, [removed: 2022] [added: 2023] were, and may continue to be, subject to variable rates of interest;

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

To the extent our current debt amounts increase more than expected, our [removed: business] [added: operating] results are lower than expected, or credit rating agencies downgrade our debt [added: thereby increasing our costs of borrowing and potentially] limiting our access to investment grade markets, the related risks that we now face will intensify.

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

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

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

The Charter Operating credit facilities, the Charter Operating notes, the [removed: TWC,] [added: Time Warner Cable,] LLC [added: ("TWC, LLC")] senior notes and debentures, and the [removed: TWCE] [added: Time Warner Cable Enterprises, LLC ("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.

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

Members of [removed: the Charter board] [added: Charter's Board] of [removed: directors] [added: Directors] include a director who is also an officer and director of Liberty Broadband and directors who are current or former officers and directors of A/N.

As of December 31, [removed: 2022,] [added: 2023,] Liberty Broadband beneficially held approximately [removed: 27.64%] [added: 28.50%] of Charter’s voting stock and A/N beneficially held approximately [removed: 12.48%] [added: 12.46%] of Charter’s voting stock.

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

Liberty Broadband and A/N are required to vote (subject to the applicable voting cap) their respective shares of Charter Class A common stock and Charter Class B common stock for the director nominees nominated by the [removed: nominating] [added: Nominating] and [removed: corporate governance committee of the board of directors,] [added: Corporate Governance Committee,] including the respective designees of Liberty Broadband and A/N, and against any other nominees, except that, with respect to the unaffiliated directors, Liberty Broadband and A/N must instead vote in the same proportion as the voting securities are voted by stockholders other than A/N and Liberty Broadband or any group which includes any of them are voted, if doing so would cause a different outcome with respect to the unaffiliated directors.

[added: 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.

[removed: Cable operators] [added: The services we offer] are subject to numerous laws and regulations [added: that can increase operational and administrative expenses and reduce revenues,] including those covering the following:

- the provision of high-speed Internet service, including [removed: net neutrality and] [added: network management,] broadband [removed: label] [added: label, broadband availability reporting, digital discrimination and] transparency rules;

- the provision of [added: fixed and mobile] voice communications, including rules for emergency communications, [added: network and/or 911] outage reporting, [removed: Customer Proprietary Network Information (“CPNI”) reporting] [added: CPNI safeguards] and [added: reporting, local number portability,] efforts to limit unwanted [removed: robocalls;][added: robocalls, and, for mobile devices, hearing aid compatibility, safety and emission requirements;]

Additionally, the demands of large media companies, with additional selling power as a result of media

Further, some programmers have begun to simulcast and/or move popular programming to DTC apps which, in some cases, are no longer accessible by our customers through their current video subscription, despite increasing rates, driving customer dissatisfaction and in turn, customer losses.

We are seeking to obtain access to these DTC apps, where applicable, as we renew agreements, so that we may include in our customers' video subscriptions.

If we are unable to continue

Issues related to the development and use of AI could give rise to legal or regulatory action, damage our reputation or otherwise materially harm our business.

We currently incorporate AI technology in certain parts of our business operations.

Our research and development of such technology remains ongoing.

AI presents risks, challenges and unintended consequences that could affect our and our customers’ adoption and use of this technology.

AI algorithms and training methodologies may be flawed.

Additionally, AI technologies are complex and rapidly evolving.

While we aim to develop and use AI responsibly and attempt to identify and mitigate ethical and legal issues presented by its use, we may be unsuccessful in identifying or resolving issues before they arise.

AI-related issues, deficiencies or failures could give rise to legal or regulatory action, including with respect to proposed legislation regulating AI or as a result of new applications of existing data protection, privacy, intellectual property and other laws, and could damage our reputation or otherwise materially harm our business.

Further, inflationary pressures may impact the ability of vendors and other third parties to satisfy their obligations to us.

the last twelve months Adjusted EBITDA).

A/N currently owns Charter Class A common stock and a significant amount of membership

- the fees that must be included in our advertised prices and bills, and the means by which our customers can cancel services;

- access by law enforcement;

Changes to the existing legal and regulatory framework under which we operate or the regulatory programs in which we or our competitors participate, including the possible elimination of the federal broadband ACP subsidy for low-income consumers, could adversely affect our business.

We participate in the federal ACP that provides up to a $30 monthly subsidy enabling eligible low-income households to purchase our Internet products at a discount or, for a portion of those households, at no cost.

The FCC has announced that ACP funding is expected to run out in April 2024 and has prohibited service providers from enrolling new ACP customers after February 7, 2024.

If Congress does not provide additional funding, this will be disruptive to our business.

We will lose customers and revenues and could face greater difficulty in providing services to low-income households in the future.

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 restrictions over the last three years.

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

In addition, 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 after June 30, 2023.

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

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

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

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.

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

Regulation of the cable industry has increased cable operators’ operational and administrative expenses and limited their revenues.

Changes to existing statutes, rules, regulations, or interpretations thereof, or adoption of new ones, or participation in new regulatory programs, could have an adverse effect on our business.

Over an advanced [removed: high-capacity, two-way telecommunications] [added: communications] network, we offer a full range of state-of-the-art residential and business services including Spectrum Internet, TV, Mobile and Voice.

During the year ended December 31, [removed: 2022,] [added: 2023,] we added [removed: 1,728,000] [added: 2,474,000] mobile [removed: lines, 344,000 Internet customers and 126,000 residential] [added: lines] and [removed: SMB customer relationships, which excludes mobile-only] [added: 155,000 Internet] customers.

[removed: In October 2022, we introduced] [added: Our mobile line and Internet customer additions were supported by our] Spectrum [removed: One,] [added: One offering,] which brings together Spectrum Internet, Advanced WiFi and Unlimited Spectrum [removed: Mobile,] [added: Mobile] to offer consumers fast, reliable and secure online connections on their favorite devices at home and on-the-go in a high-value [removed: package which contributed to our increase in mobile lines] [added: package, and were further supported by growth] in [removed: the fourth quarter.][added: our legacy and new subsidized rural markets.]

[removed: In 2022, we] [added: We are] also [removed: made] [added: beginning to see operational benefits from the] targeted investments [added: we are making] in employee wages and benefits [removed: inside of our operations] to build employee skill sets and [removed: tenure] [added: tenure,] as well as [added: the] continued [removed: to invest] [added: investments] in digitization of our customer service platforms and [removed: proactive maintenance all with the goal of improving the customer experience, reducing transactions and driving customer growth.]

We spent [removed: $1.8] [added: $1.9] billion on our [added: subsidized] rural construction initiative during the year ended December 31, [removed: 2022.][added: 2023 and activated approximately 295,000 subsidized rural passings.]

[removed: In addition, we] [added: We] continue to [removed: 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 [removed: over the next three years,] we [removed: plan to upgrade] [added: are upgrading] our network to provide multi-gigabit speeds.

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

We continue to invest in our ability to provide a differentiated Internet connectivity experience for our mobile and fixed Internet customers with [removed: the] [added: increasing] availability of [removed: over 500,000 out of home] [added: 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 [added: in targeted areas of our footprint] leveraging our CBRS [removed: PALs.][added: Priority Access Licenses.]

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 [removed: attract more spend on] [added: sell] additional products [removed: for] [added: to] our existing customers.

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Growth | | |

| Revenues | | | $ | [removed: 54,022] [added: 54,607] | | | | | $ | [removed: 51,682 | | | | | 4.5 |] [added: 54,022] | [removed: %] |

| Adjusted EBITDA | | | $ | [removed: 21,616] [added: 21,894] | | | | | $ | [removed: 20,630 | | | | | 4.8 |] [added: 21,616] | [removed: %] |

| Income from operations | | | [removed: $ | 11,962 | | | | | $] [added: 12,559] | [removed: 10,526] | | | | | [removed: 13.6] [added: 11,962] | | [removed: %] |

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

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

Adjusted EBITDA [removed: growth] and [removed: changes in] income from operations [removed: were impacted] [added: growth was driven] by growth in revenue and increases in operating costs and expenses, primarily [removed: mobile,] [added: mobile device and other mobile direct] costs [added: and costs] to service [removed: customers and marketing.][added: customers, partly offset by a decrease in programming expense.]

Approximately 90% of our revenues for each of the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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 10% of [added: our] 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 [added: costs.]

[removed: Costs for repairs and maintenance are charged to operating expense as incurred,] 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: $1.8] [added: $2.3] billion and [removed: $1.7] [added: $1.8] billion for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

[removed: In assessing the realizability of deferred tax assets,] [added: Valuation allowances are established when] management [removed: considers whether] [added: determines that] it is more likely than not that some portion or [removed: all of] the [added: entire] deferred tax [removed: assets] [added: asset] will [added: not] be realized.

In evaluating the need for a valuation allowance, management takes into account various factors, including the [removed: 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.

As of December 31, [removed: 2022,] [added: 2023,] the accumulated benefit obligation and fair value of plan assets was [removed: $2.2] [added: $2.4] billion and $2.6 billion, respectively, and the net funded asset was recorded as a [removed: $362] [added: $149] million noncurrent asset, [removed: $5] [added: $3] million current liability and [removed: $17] [added: $19] million long-term liability.

As of December 31, [removed: 2021,] [added: 2022,] the accumulated benefit obligation and fair value of plan assets was [removed: $3.4] [added: $2.2] billion and [removed: $3.5] [added: $2.6] billion, respectively, and the net funded asset was [removed: recorded as a $114 million noncurrent asset, $4 million current liability and $27 million long-term liability.]

We recognized net periodic pension [removed: benefit] [added: cost] of [removed: $254] [added: $216] million [added: in 2023] and [removed: $305] [added: net periodic pension benefit of $254] million in [removed: 2022 and 2021, respectively.][added: 2022.]

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

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

We used a discount rate of [removed: 5.46%] [added: 4.65%] to determine the December 31, [removed: 2022] [added: 2023] pension plan benefit obligation.

A decrease in the discount rate of 25 basis points would result in an [removed: $83] [added: $80] million increase in our pension plan benefit obligation as of December 31, [removed: 2022] [added: 2023] and net periodic pension [removed: expense] [added: cost] recognized in [removed: 2022] [added: 2023] 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: 2023] [added: 2024] 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 [added: a decrease in our 2024 net periodic pension benefit of approximately $6 million.]

A discussion of changes in our results of operations during the year ended December 31, [removed: 2021] [added: 2022] compared to the year ended December 31, [removed: 2020] [added: 2021] has been omitted from this Annual Report on Form 10-K, but may be found in “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, [removed: 2021,] [added: 2022,] filed with the SEC on January [removed: 28, 2022,] [added: 27, 2023,] which is available free of charge on the SEC's website at www.sec.gov and on [removed: our] [added: Charter's] investor relations website at ir.charter.com.

| Revenues | | | $ | [removed: 54,022] [added: 54,607] | | | | | $ | [removed: 51,682] [added: 54,022] | | [added: | | | 1.1 | | % |]

| Operating costs and expenses (exclusive of items shown separately below) | | | [removed: 32,876] [added: 33,405] | | | | | | [removed: 31,482] [added: 32,876] | | |

| Depreciation and amortization | | | [removed: 8,903] [added: 8,696] | | | | | | [removed: 9,345] [added: 8,903] | | |

| Other operating [removed: expenses,] [added: (income) expense,] net | | | [removed: 281] [added: (53)] | | | | | | [removed: 329] [added: 281] | | |

We also continue to develop our video product.

In September 2023, we entered into a new affiliation agreement with The Walt Disney Company ("Disney"), which provides a template for a new programming affiliation approach where we partner with content providers to provide access to both linear and app-based DTC content.

In October 2023, we began deploying Xumo to new video customers.

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

proactive maintenance, all with the goal of improving the customer experience, reducing transactions and driving customer growth and retention.

Income from operations was also affected by a gain on the sale of towers and lower depreciation and amortization expense, partly offset by an increase in stock compensation expense.

Costs for repairs and maintenance are charged to operating expense as incurred,

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

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

There is considerable judgment involved in making such a determination.

We recognize interest and penalties accrued on uncertain income tax positions as part of the income tax provision.

recorded as a $362 million noncurrent asset, $5 million current liability and $17 million long-term liability.

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

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

| | | | 2023 | | | | | | 2022 | | |

| | | | 42,048 | | | | | | 42,060 | | |

| | | | (5,705) | | | | | | (4,500) | | |

Revenues. Total revenues grew $585 million or 1.1% during the year ended December 31, 2023 as compared to 2022 primarily due to growth in residential Internet revenue, mobile device sales and residential mobile service revenues partly offset by lower residential video and advertising sales revenues as well as $68 million of total customer credits related to the temporary loss of Disney programming during 2023.

| | | | 2023 | | | | | | 2022 | | | | | | Growth | | |

| Internet | | | $ | 23,032 | | | | | $ | 22,222 | | | | | 3.6 | | % |

| Video | | | 16,351 | | | | | | 17,460 | | | | | | (6.4) | | % |

| Voice | | | 1,510 | | | | | | 1,559 | | | | | | (3.1) | | % |

| Mobile service | | | 2,243 | | | | | | 1,698 | | | | | | 32.1 | | % |

| Residential revenue | | | 43,136 | | | | | | 42,939 | | | | | | 0.5 | | % |

| Enterprise | | | 2,770 | | | | | | 2,677 | | | | | | 3.5 | | % |

| Commercial revenue | | | 7,123 | | | | | | 7,027 | | | | | | 1.4 | | % |

| Other | | | 2,797 | | | | | | 2,174 | | | | | | 28.7 | | % |

| | | | $ | 54,607 | | | | | $ | 54,022 | | | | | 1.1 | | % |

| | | | $ | 810 | |

| | | | 2023 compared to 2022 | | |

| | | | $ | (1,109) | |

| | | | 2023 compared to 2022 | | |

| | | | $ | (49) | |

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

| | | | 2023 compared to 2022 | | |

| Increase in average residential mobile lines | | | $ | 883 | |

| Decrease related to rate | | | (338) | | |

| | | | $ | 545 | |

Residential mobile lines increased by 2,403,000 in 2023 compared to 2022.

The decrease related to rate is primarily related to the Spectrum One offering and is partly offset by higher bundled revenue allocation.

Item 8.

Financial Statements and Supplementary Data.”

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

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

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.

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

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

Mobile Adjusted EBITDA may continue to be negative primarily as a result of growth-related sales and marketing and other customer acquisition costs for mobile services, and 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 CBRS build-out.

costs.

Charter has federal tax net operating loss carryforwards that expire in 2035 resulting from the operations of Charter Communications Holding Company, LLC and its subsidiaries and from loss carryforwards received as a result of the merger with TWC.

In addition, Charter has state tax net operating loss carryforwards that generally expire in the years 2023 through 2042.

Such tax loss carryforwards can accumulate and be used to offset Charter’s future taxable income.

Charter's federal tax loss carryforwards are subject to Section 382 and other restrictions.

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

Approximately $11 million of valuation allowance associated with federal capital loss carryforwards and approximately $29 million of valuation allowance associated with state tax loss carryforwards and other miscellaneous deferred tax assets is

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.

In evaluating whether a tax position has met the more-likely-than-not recognition threshold, we presume the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information.

A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to be recognized in our financial statements.

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

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

We adjust our uncertain tax reserve estimates periodically because of ongoing examinations by, and settlements with, the various taxing authorities, as well as changes in tax laws, regulations and interpretations.

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

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

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

Charter’s short period return dated May 17, 2016 (prior to the merger with TWC and acquisition of Bright House) and prior years remain open solely for purposes of examination of Charter’s loss and credit carryforwards.

The IRS is currently examining Charter Holdings’ income tax returns for 2016, 2019 and 2021.

Charter Holdings’ 2020 tax year remains open for examination and assessment, while 2017 and 2018 remain open solely for purposes of credit carryforwards.

The IRS is currently examining TWC’s income tax returns for 2011 through 2015.

Prior to TWC’s separation from Time Warner Inc. (“Time Warner”) in March 2009, TWC was included in the consolidated U.S. federal and certain state income tax returns of Time Warner.

The IRS has examined Time Warner’s 2008 through 2010 income tax returns and the appeal results are being evaluated.

We do not anticipate that these examinations will have a material impact on our consolidated financial position or results of operations.

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

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

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

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

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

The fair value of our cross-currency derivatives included in other long-term liabilities on our consolidated balance sheets was [removed: $570] [added: $440] million and [removed: $290] [added: $570] million as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

As of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the weighted average interest rate on the credit facility debt was approximately [removed: 5.9%] [added: 7.0%] and [removed: 1.6%,] [added: 5.9%,] respectively, and the weighted average interest rate on the senior notes was approximately 5.0% and [removed: 4.9%,] [added: 5.0%,] respectively, resulting in a blended weighted average interest rate of [removed: 5.1%] [added: 5.3%] and [removed: 4.5%,] [added: 5.1%,] respectively.

The interest rate on approximately [removed: 85%] [added: 86%] and [removed: 87%] [added: 85%] of the total principal amount of our debt was fixed as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022] [added: 2023] (dollars in millions):

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value | | |

| Fixed Rate | | | | | | $ | [removed: 1,500] [added: 1,100] | | | | | $ | [removed: 1,100] [added: 4,500] | | | | | $ | [removed: 4,500] [added: 1,850] | | | | | $ | [removed: 750] [added: 3,250] | | | | | $ | [removed: 3,250] [added: 4,750] | | | | | $ | [removed: 71,491] [added: 68,825] | | | | | $ | [removed: 82,591] [added: 84,275] | | | | | $ | [removed: 68,427] [added: 74,592] | |

| Average Interest Rate | | | | | | [removed: 6.92] [added: 4.50] | | % | | | | [removed: 4.50] [added: 4.91] | | % | | | | [removed: 4.91] [added: 5.89] | | % | | | | [removed: 5.50] [added: 5.13] | | % | | | | [removed: 5.13] [added: 4.53] | | % | | | | [removed: 4.92] [added: 5.01] | | % | | | | [removed: 4.96] [added: 4.99] | | % | | | | | | |

Interest rates on variable-rate debt are estimated using the average implied forward [removed: LIBOR or] SOFR for the year of maturity based on the yield curve in effect at December 31, [removed: 2022] [added: 2023] including applicable bank spread.

| Variable Rate | | | | | | $ | 1,290 | | | | | $ | 700 | | | | | $ | 387 | | | | | $ | 7,939 | | | | | $ | 390 | | | | | $ | 2,607 | | | | | $ | 13,313 | | | | | $ | 13,137 | |

| Average Interest Rate | | | | | | 6.26 | | % | | | | 4.82 | | % | | | | 4.41 | | % | | | | 4.54 | | % | | | | 4.74 | | % | | | | 5.40 | | % | | | | 4.89 | | % | | | | | | |

| 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 | | % | | | | | | |

Over an advanced [removed: high-capacity, two-way telecommunications] [added: communications] network, we offer a full range of state-of-the-art residential and business services including Spectrum Internet®, TV, Mobile and Voice.

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

Our network, which we own and operate, passes [removed: over] [added: nearly] an estimated [removed: 55] [added: 57] million households and businesses across the United States.

Our strategy is focused on the evolution of our [removed: network,] [added: network and products,] expansion of our footprint, and the execution of high quality operations, including customer service.

[removed: It] [added: This strategy] 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.

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

Evolution – Expanding the Capability of Our [removed: Network][added: Network and Products]

[removed: Over the next three years, we plan] [added: We continue] 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, [removed: high splits] [added: changing the bandwidth allocation] to [added: a "high split" to] increase upstream speeds, Distributed Access Architecture ("DAA") and DOCSIS 4.0 technology.

Through this process, which we expect to [removed: essentially] complete [removed: by year end 2025,] [added: in 2026,] we will transform our network to enable multi-gigabit data speeds to customers.

Those faster speeds will be offered in conjunction with our Spectrum [removed: mobile] [added: Mobile] product and Advanced WiFi, providing customers seamless and convenient, ultra-fast converged connectivity in attractively priced packages, [removed: including] [added: such as our] Spectrum [removed: One, introduced in October 2022.][added: One offer.]

Rural builds present strategic [added: footprint] expansion opportunities [removed: of our footprint] to unserved and underserved passings.

[removed: Over the next several years,] [added: Including amounts spent to date,] we expect to invest over [removed: $6 billion,] [added: $8 billion in total over the next several years,] a portion of which we expect to offset with government [removed: funding] [added: funding,] including over [removed: $1.7] [added: $2] billion of support awarded through December 31, [removed: 2022] [added: 2023] in the [removed: Rural Development Opportunity Fund (“RDOF”)] [added: RDOF] auction and other federal, state and municipal grants.

We [added: also] expect to participate in additional federal, state and municipal grant programs over the coming [removed: years.][added: years, including the BEAD program, if regulatory conditions are conducive to private investment.]

[removed: This investment] [added: Our rural investments] will allow us to offer a suite of broadband connectivity [removed: services] [added: services,] including fixed Internet, WiFi and mobile to [removed: more than one] [added: over 1.6] million [removed: 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 [added: and expanding] network.

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

We [removed: improve] [added: are improving] the customer experience by digitizing service where customers prefer, performing proactive maintenance, and [added: improving the quality of our interactions by] investing in [added: our] systems and [removed: in our] operations teams.

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

Indebtedness amounts shown below are principal amounts as of December 31, [removed: 2022.][added: 2023.]

[removed: ][added: ]

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, [removed: 2022.][added: 2023.]

[removed: ][added: ]

We offer our customers subscription-based Internet services, video services, and mobile and voice [added: services, with prices and related charges based on the types of service selected, whether the services are sold as a “bundle” or on an individual basis, and based on the equipment necessary to receive our] services.

Bundled [removed: services] [added: services,] including some combination of our Internet, video, voice 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: 2022] [added: 2023] and [removed: 2021] [added: 2022] (in thousands except per customer data and footnotes).

| Residential | | | [removed: 29,988] [added: 29,904] | | | | | | [removed: 29,926] [added: 29,988] | | |

| Small and Medium Business ("SMB") | | | [removed: 2,207] [added: 2,222] | | | | | | [removed: 2,143] [added: 2,207] | | |

| Total Customer Relationships | | | [removed: 32,195] [added: 32,126] | | | | | | [removed: 32,069] [added: 32,195] | | |

| Monthly Residential Revenue per Residential Customer (c) | | | $ | [removed: 114.66] [added: 119.89] | | | | | $ | [removed: 113.61] [added: 119.38] | |

| Monthly SMB Revenue per SMB Customer (d) | | | $ | [removed: 164.50] [added: 163.64] | | | | | $ | [removed: 165.50] [added: 166.36] | |

| Residential | | | [removed: 28,412] [added: 28,544] | | | | | | [removed: 28,137] [added: 28,412] | | |

| SMB | | | [removed: 2,021] [added: 2,044] | | | | | | [removed: 1,952] [added: 2,021] | | |

| Total Internet Customers | | | [removed: 30,433] [added: 30,588] | | | | | | [removed: 30,089] [added: 30,433] | | |

| Residential | | | [removed: 14,497] [added: 13,503] | | | | | | [removed: 15,216] [added: 14,497] | | |

| SMB | | | [removed: 650] [added: 619] | | | | | | [removed: 617] [added: 650] | | |

| Total Video Customers | | | [removed: 15,147] [added: 14,122] | | | | | | [removed: 15,833] [added: 15,147] | | |

| Residential | | | [removed: 7,697] [added: 6,712] | | | | | | [removed: 8,621] [added: 7,697] | | |

| SMB | | | [removed: 1,286] [added: 1,293] | | | | | | [removed: 1,282] [added: 1,286] | | |

| Total Voice Customers | | | [removed: 8,983] [added: 8,005] | | | | | | [removed: 9,903] [added: 8,983] | | |

| Residential | | | [removed: 5,116] [added: 7,519] | | | | | | [removed: 3,448] [added: 5,116] | | |

Our network and product evolution plan is progressing, with a clear path to delivering symmetrical and multi-gig speeds to our customers across our footprint, meeting the needs of today and anticipating the demand for faster speeds for years to come.

In October 2023, we began deploying Xumo Stream Boxes ("Xumo") to new video customers.

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

Combined with our Spectrum TV® app, Xumo is now our preferred go-to-market platform for new video sales.

Since inception in the beginning of 2022, we have spent $3.4 billion on our subsidized rural construction initiative and activated approximately 420,000 passings.

We also expect to participate in additional federal, state and municipal grant programs over the coming years, including the Broadband Equity, Access and Deployment ("BEAD") program, if regulatory conditions are conducive to private investment.

Our operating strategy is grounded in our desire to deliver high quality products to consumers at an attractive price.

| | | | 2023 (a) | | | | | | 2022 (a) | | |

Spectrum Security Shield is an automatically-enabled security feature that works to defend our customers and their devices from online threats by detecting and blocking malicious websites, phishing scams, data theft and Internet-originated attacks against devices in the home.

We leverage the Verizon cellular network to provide nationwide coverage including unlimited calls, text and data using Verizon’s fourth generation and fifth generation ("5G") service including their 5G wide band services.

Spectrum Mobile also uses Verizon’s international roaming partner network to ensure customers have coverage around the globe.

Customers can use their Spectrum Mobile device to connect to their Spectrum WiFi, which increases speeds and provides a superior experience while in the home.

In addition, we continue to focus on improving the customer experience and integrating our mobile and fixed Internet products with enhancements such as Spectrum Mobile Speed Boost (“Speed Boost”).

Our video customers also have access to programmer authenticated applications such as Fox Sports, Starz, NBC, ESPN and CBS and direct-to-consumer ("DTC") applications such as Disney+ which, beginning in 2024, is included with a customer’s video subscription at no additional cost.

Our cloud DVR service allows customers to schedule, record and watch their favorite programming anytime from the Spectrum TV app as well as SpectrumTV.com.

In October 2023, we began deploying Xumo to new video customers.

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

Combined with our Spectrum TV app, Xumo is now our preferred go-to-market platform for new video sales.

Access to the Spectrum TV app is included in all Spectrum TV video plans.

It also supports DVR functionality through our cloud DVR offering.

In 2023, we launched Advanced WiFi service to SMBs, which leverages the residential platform features, including Security Shield, with features specific to small and medium-size business such as a guest service set identifier (“SSID”).

To

We also own

Community Solutions

Spectrum Community Solutions (“SCS”) delivers broadband connectivity solutions to apartments, single-family gated communities, off-campus student housing, senior residences and RV parks and marinas.

Services offered by SCS include Internet speeds up to 2 Gbps, property-wide managed WiFi coverage, and traditional and streaming video packages, as well as customized fiber and coaxial solutions for new construction and established communities.

SCS also manages our relationships with third-party resellers of Spectrum services to small and medium-size businesses as well as large, complex coax customers.

In addition, SCS is responsible for our non-bulk MDU salesforce covering sales within existing, serviceable MDU properties.

Our SCS bulk customers are serviced by dedicated call centers.

The FCC has announced that ACP funding is expected to run out in April 2024 and has prohibited service providers from enrolling new ACP customers after February 7, 2024.

The national

When paired with the next generation of DOCSIS modem, DOCSIS 4.0, we will be able to deliver even faster speeds.

We own 210 Citizen Broadband Radio Service ("CBRS") Priority Access Licenses ("PALs").

Since inception in the beginning of 2022, we have spent $3.4 billion on our subsidized rural construction initiative and activated approximately 420,000 passings.

our high quality products and services to more homes and businesses.

In addition, we have been growing our in-house construction teams to perform a portion of our network expansion initiatives.

We are also beginning to obtain access to the related DTC services pursuant to those contracts.

We receive revenue to carry home shopping channels.

In addition, providers are constructing open access networks that can deliver services from multiple underlying Internet service providers.

Additionally, Dish Network Corporation completed its 5G network development and expansion and now offers 5G broadband service to over 70% of the U.S. population.

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.

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

Our services are offered to residential and commercial customers on a subscription basis, with prices and related charges based on the types of service selected, whether the services are sold as a “bundle” or on an individual basis, and based on the equipment necessary to receive our services.

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

This free security suite provides end point protection to computers in the home, enabling protection against computer viruses, spyware and threats from malicious actors across the Internet.

We offer nationwide fifth generation ("5G") service at no incremental cost to our mobile customers enabling them to stream content several times faster and reducing latency when connecting to apps or webpages where 5G coverage exists.

In addition, we continue to focus on improving the customer experience and integrating our mobile and fixed Internet products, providing greater WiFi access, speeds and performance using more than 500,000 of our out-of-home WiFi access points across our footprint combined with approximately 25 million out-of-home WiFi access points from other networks with which we partner, providing near nationwide coverage.

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

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.

Our video customers also have access to programmer authenticated applications such as Fox Now, Showtime and ESPN and direct to consumer applications such as Netflix and YouTube on certain set-top boxes.

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.

Customers are also able to purchase their video services within the Spectrum TV application.

In addition, for

In 2022, we expanded our deployment of household addressability ("HHA"), which allows for more precise targeting across our footprint.

Later, we will continue to expand our spectrum to 1.2 Ghz but will use DAA to deliver even faster speeds when using the next generation of DOCSIS modem, DOCSIS 4.0.

Our field operations

For home shopping channels, we typically receive a percentage of the revenue attributable to our customers’ purchases.

Several competitors, including AT&T, Frontier, Verizon,

Additionally, in connection with Dish Network Corporation’s acquisition of Sprint Corporation’s (“Sprint”) prepaid mobile services businesses, the FCC and Department of Justice ("DOJ") have imposed a timeline on Dish Network Corporation (70% by June 2023) for 5G network development and expansion.

In addition, through May 2023, we are subject to Charter-specific conditions regarding certain business practices as a result of the FCC’s approval of the merger in 2016 with Time Warner Cable Inc. (“TWC”) and acquisition of Bright House Networks, LLC (“Bright House”).

These new rules are scheduled to take effect six months after approval by the federal Office of Management and Budget.

In 2021, pursuant to Congressional

One such standard is the voluntary framework released by the National Institute for Standards and Technology (“NIST”) in 2014 and updated in 2018, in cooperation with other federal agencies and owners and operators of U.S. critical infrastructure.

The NIST cybersecurity framework provides a prioritized and flexible model for organizations to identify and manage cyber risks inherent to their business.

It was designed to supplement, not supersede, existing cybersecurity regulations and requirements.

Several government agencies have encouraged compliance with the NIST cybersecurity framework, including the FCC and Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency (“CISA”).

We voluntarily follow NIST as part of our overall cybersecurity program.

Remaining Commitments Related to the 2016 Merger with TWC and Acquisition of Bright House

In connection with approval of the 2016 merger with TWC and acquisition of Bright House (the “Transactions”), federal and state regulators imposed a number of post-transaction conditions on us, many of which have been fulfilled or have terminated.

Remaining federal commitments will expire in 2023 and include the following.

FCC Conditions

- Refrain from charging usage-based prices or imposing data caps on any fixed mass market broadband Internet access service plans for seven years; and

- Continue to support CableCARDs for use in third-party retail devices for seven years to the extent applicable following the FCC’s modification of the relevant rules in 2020.

The FCC conditions also contain a number of compliance reporting requirements.

DOJ Conditions

The DOJ Order prohibits us from entering into or enforcing any agreement with a video programmer that forbids, limits or creates incentives to limit the video programmer’s provision of content to online video distributors (“OVDs”).

We will not be able to avail ourselves of other distributors’ most favored nation (“MFN”) provisions if they are inconsistent with this prohibition.

The DOJ’s conditions are effective for seven years after entry of the final judgment in September 2016.

- We offer enhanced career progression opportunities, including annual bonus eligibility for all frontline supervisors and other salaried employees not already on a commission or bonus plan.

- In 2022, we increased our education assistance benefit to provide reimbursement of up to $10,000 per year.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

The aggregate market value of the [removed: registrant of] outstanding Class A common stock [removed: held by non-affiliates] of the registrant [added: held by non-affiliates] at June 30, [removed: 2022] [added: 2023] was approximately [removed: $50.8] [added: $36.9] billion, computed based on the closing sale price as quoted on the NASDAQ Global Select Market on that date.

There were [removed: 152,651,396] [added: 145,225,458] shares of Class A common stock outstanding as of December 31, [removed: 2022.][added: 2023.]

Information required by Part III is incorporated by reference from [removed: Registrant’s] [added: the 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 [removed: Registrant's] [added: registrant's] fiscal year ended December 31, [removed: 2022.][added: 2023.]

FORM 10-K — FOR THE YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]

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| [Item [removed: 3](#i208a80689fa04721b58092c00537a755_28)] [added: 3](#ie7ef1375ed5d4c08a415259709a656ba_28)] | | | | | | [Legal [removed: Proceedings](#i208a80689fa04721b58092c00537a755_28)] [added: Proceedings](#ie7ef1375ed5d4c08a415259709a656ba_28)] | | | | | | [removed: [27](#i208a80689fa04721b58092c00537a755_28)] [added: [30](#ie7ef1375ed5d4c08a415259709a656ba_28)] | | |

| [Item [removed: 4](#i208a80689fa04721b58092c00537a755_31)] [added: 4](#ie7ef1375ed5d4c08a415259709a656ba_31)] | | | | | | [Mine Safety [removed: Disclosures](#i208a80689fa04721b58092c00537a755_31)] [added: Disclosures](#ie7ef1375ed5d4c08a415259709a656ba_31)] | | | | | | [removed: [27](#i208a80689fa04721b58092c00537a755_31)] [added: [30](#ie7ef1375ed5d4c08a415259709a656ba_31)] | | |

| [Item [removed: 5](#i208a80689fa04721b58092c00537a755_37)] [added: 5](#ie7ef1375ed5d4c08a415259709a656ba_37)] | | | | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i208a80689fa04721b58092c00537a755_37)] [added: Securities](#ie7ef1375ed5d4c08a415259709a656ba_37)] | | | | | | [removed: [28](#i208a80689fa04721b58092c00537a755_37)] [added: [31](#ie7ef1375ed5d4c08a415259709a656ba_37)] | | |

| [Item [removed: 6](#i208a80689fa04721b58092c00537a755_40)] [added: 6](#ie7ef1375ed5d4c08a415259709a656ba_40)] | | | | | | [removed: [\[Reserved\]](#i208a80689fa04721b58092c00537a755_40)] [added: [\[Reserved\]](#ie7ef1375ed5d4c08a415259709a656ba_40)] | | | | | | [removed: [29](#i208a80689fa04721b58092c00537a755_40)] [added: [32](#ie7ef1375ed5d4c08a415259709a656ba_40)] | | |

| [Item [removed: 7](#i208a80689fa04721b58092c00537a755_43)] [added: 7](#ie7ef1375ed5d4c08a415259709a656ba_43)] | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i208a80689fa04721b58092c00537a755_43)] [added: Operations](#ie7ef1375ed5d4c08a415259709a656ba_43)] | | | | | | [removed: [29](#i208a80689fa04721b58092c00537a755_43)] [added: [32](#ie7ef1375ed5d4c08a415259709a656ba_43)] | | |

| [Item [removed: 7A](#i208a80689fa04721b58092c00537a755_52)] [added: 7A](#ie7ef1375ed5d4c08a415259709a656ba_52)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i208a80689fa04721b58092c00537a755_52)] [added: Risk](#ie7ef1375ed5d4c08a415259709a656ba_52)] | | | | | | [removed: [43](#i208a80689fa04721b58092c00537a755_52)] [added: [46](#ie7ef1375ed5d4c08a415259709a656ba_52)] | | |

| [Item [removed: 8](#i208a80689fa04721b58092c00537a755_55)] [added: 8](#ie7ef1375ed5d4c08a415259709a656ba_55)] | | | | | | [Financial Statements and Supplementary [removed: Data](#i208a80689fa04721b58092c00537a755_55)] [added: Data](#ie7ef1375ed5d4c08a415259709a656ba_55)] | | | | | | [removed: [44](#i208a80689fa04721b58092c00537a755_55)] [added: [47](#ie7ef1375ed5d4c08a415259709a656ba_55)] | | |

| [Item [removed: 9](#i208a80689fa04721b58092c00537a755_58)] [added: 9](#ie7ef1375ed5d4c08a415259709a656ba_58)] | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i208a80689fa04721b58092c00537a755_58)] [added: Disclosure](#ie7ef1375ed5d4c08a415259709a656ba_58)] | | | | | | [removed: [44](#i208a80689fa04721b58092c00537a755_58)] [added: [47](#ie7ef1375ed5d4c08a415259709a656ba_58)] | | |

| [Item [removed: 9A](#i208a80689fa04721b58092c00537a755_61)] [added: 9A](#ie7ef1375ed5d4c08a415259709a656ba_61)] | | | | | | [Controls and [removed: Procedures](#i208a80689fa04721b58092c00537a755_61)] [added: Procedures](#ie7ef1375ed5d4c08a415259709a656ba_61)] | | | | | | [removed: [44](#i208a80689fa04721b58092c00537a755_61)] [added: [47](#ie7ef1375ed5d4c08a415259709a656ba_61)] | | |

| [Item [removed: 9B](#i208a80689fa04721b58092c00537a755_64)] [added: 9B](#ie7ef1375ed5d4c08a415259709a656ba_64)] | | | | | | [Other [removed: Information](#i208a80689fa04721b58092c00537a755_64)] [added: Information](#ie7ef1375ed5d4c08a415259709a656ba_64)] | | | | | | [removed: [45](#i208a80689fa04721b58092c00537a755_64)] [added: [49](#ie7ef1375ed5d4c08a415259709a656ba_64)] | | |

| [Item [removed: 9C](#i208a80689fa04721b58092c00537a755_67)] [added: 9C](#ie7ef1375ed5d4c08a415259709a656ba_67)] | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i208a80689fa04721b58092c00537a755_67)] [added: Inspections](#ie7ef1375ed5d4c08a415259709a656ba_67)] | | | | | | [removed: [45](#i208a80689fa04721b58092c00537a755_67)] [added: [49](#ie7ef1375ed5d4c08a415259709a656ba_67)] | | |

| [PART [removed: III](#i208a80689fa04721b58092c00537a755_70)] [added: III](#ie7ef1375ed5d4c08a415259709a656ba_70)] | | | | | | | | | | | | | | |

| [Item [removed: 10](#i208a80689fa04721b58092c00537a755_73)] [added: 10](#ie7ef1375ed5d4c08a415259709a656ba_73)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i208a80689fa04721b58092c00537a755_73)] [added: Governance](#ie7ef1375ed5d4c08a415259709a656ba_73)] | | | | | | [removed: [46](#i208a80689fa04721b58092c00537a755_73)] [added: [50](#ie7ef1375ed5d4c08a415259709a656ba_73)] | | |

| [Item [removed: 11](#i208a80689fa04721b58092c00537a755_76)] [added: 11](#ie7ef1375ed5d4c08a415259709a656ba_76)] | | | | | | [Executive [removed: Compensation](#i208a80689fa04721b58092c00537a755_76)] [added: Compensation](#ie7ef1375ed5d4c08a415259709a656ba_76)] | | | | | | [removed: [46](#i208a80689fa04721b58092c00537a755_76)] [added: [50](#ie7ef1375ed5d4c08a415259709a656ba_76)] | | |

| [Item [removed: 12](#i208a80689fa04721b58092c00537a755_79)] [added: 12](#ie7ef1375ed5d4c08a415259709a656ba_79)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i208a80689fa04721b58092c00537a755_79)] [added: Matters](#ie7ef1375ed5d4c08a415259709a656ba_79)] | | | | | | [removed: [46](#i208a80689fa04721b58092c00537a755_79)] [added: [50](#ie7ef1375ed5d4c08a415259709a656ba_79)] | | |

| [Item [removed: 13](#i208a80689fa04721b58092c00537a755_82)] [added: 13](#ie7ef1375ed5d4c08a415259709a656ba_82)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i208a80689fa04721b58092c00537a755_82)] [added: Independence](#ie7ef1375ed5d4c08a415259709a656ba_82)] | | | | | | [removed: [46](#i208a80689fa04721b58092c00537a755_82)] [added: [50](#ie7ef1375ed5d4c08a415259709a656ba_82)] | | |

| [Item [removed: 14](#i208a80689fa04721b58092c00537a755_85)] [added: 14](#ie7ef1375ed5d4c08a415259709a656ba_85)] | | | | | | [Principal Accountant Fees and [removed: Services](#i208a80689fa04721b58092c00537a755_85)] [added: Services](#ie7ef1375ed5d4c08a415259709a656ba_85)] | | | | | | [removed: [46](#i208a80689fa04721b58092c00537a755_85)] [added: [50](#ie7ef1375ed5d4c08a415259709a656ba_85)] | | |

| [Item [removed: 15](#i208a80689fa04721b58092c00537a755_91)] [added: 15](#ie7ef1375ed5d4c08a415259709a656ba_91)] | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i208a80689fa04721b58092c00537a755_91)] [added: Schedules](#ie7ef1375ed5d4c08a415259709a656ba_91)] | | | | | | [removed: [47](#i208a80689fa04721b58092c00537a755_91)] [added: [51](#ie7ef1375ed5d4c08a415259709a656ba_91)] | | |

| [Item [removed: 16](#i208a80689fa04721b58092c00537a755_94)] [added: 16](#ie7ef1375ed5d4c08a415259709a656ba_94)] | | | | | | [Form 10-K [removed: Summary](#i208a80689fa04721b58092c00537a755_94)] [added: Summary](#ie7ef1375ed5d4c08a415259709a656ba_94)] | | | | | | [removed: [47](#i208a80689fa04721b58092c00537a755_94)] [added: [51](#ie7ef1375ed5d4c08a415259709a656ba_94)] | | |

| [Exhibit [removed: Index](#i208a80689fa04721b58092c00537a755_100)] [added: Index](#ie7ef1375ed5d4c08a415259709a656ba_100)] | | | | | | | | | | | | [removed: E-[1](#i208a80689fa04721b58092c00537a755_100)] [added: E-[1](#ie7ef1375ed5d4c08a415259709a656ba_100)] | | |

This annual report on Form 10-K is for the year ended December 31, [removed: 2022.][added: 2023.]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).


| [PART I](#ie7ef1375ed5d4c08a415259709a656ba_13) | | | | | | | | | | | | | | |

| [Item 1C](#ie7ef1375ed5d4c08a415259709a656ba_1890) | | | | | | [Cybersecurity](#ie7ef1375ed5d4c08a415259709a656ba_1890) | | | | | | [27](#ie7ef1375ed5d4c08a415259709a656ba_1890) | | |

| [PART II](#ie7ef1375ed5d4c08a415259709a656ba_34) | | | | | | | | | | | | | | |

| [PART IV](#ie7ef1375ed5d4c08a415259709a656ba_88) | | | | | | | | | | | | | | |

| [Signatures](#ie7ef1375ed5d4c08a415259709a656ba_97) | | | | | | | | | | | | S-[1](#ie7ef1375ed5d4c08a415259709a656ba_97) | | |

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

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

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

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

Risk Management and Strategy

Cybersecurity risks are classified as a Tier 1 risk within our enterprise risk management program.

We are committed to protecting the security and integrity of our systems, networks, databases and applications.

We routinely invest to develop and implement numerous cybersecurity programs and processes, including risk management and assessment programs, security and

event monitoring capabilities, detailed incident response plans, and other advanced detection, prevention and protection capabilities, including practices and tools to monitor and mitigate insider threats.

We regularly assess cybersecurity risks to identify and enumerate threats to us and vulnerabilities these threats can exploit to adversely impact our business operations.

In some instances, we engage third parties to conduct or assist us with conducting cybersecurity risk assessments.

Our cybersecurity program employs various risk-tracking tools, industry data, monitoring, detection and response tools, vulnerability scanning, security dashboards and scorecards and other tools to support our continued evaluation of cybersecurity threats and regulatory requirements.

Our cybersecurity program addresses the continuously evolving and extensive attack vectors and methods through layered security controls informed by constant threat analysis.

Threats include a wide variety of perpetrators aiming for political, personal or financial gain, utilizing a broad set of tactics including ransomware, advanced malware, DDoS, account takeover, phishing/SMSing and social engineering, among others.

These risks threaten our internal systems as well as third-party systems that we use and rely upon for the delivery of services and support of our operations.

Our risk mitigation techniques include technology risk management, network segmentation, deployment of enhanced detection tools across our network, systems, databases, and applications and monitoring compliance with security standards.

Various security standards provide guidance to telecommunications companies in order to help identify and mitigate cybersecurity risks, including the voluntary framework released by the National Institute for Standards and Technology (“NIST”) in 2014 and updated in 2018, in cooperation with other federal agencies and owners and operators of U.S. critical infrastructure.

The NIST cybersecurity framework provides a prioritized and flexible model for organizations to identify and manage cyber risks inherent to their business.

Our security infrastructure is comprised of multiple security capabilities designed with a defense-in-depth model informed by the NIST cybersecurity framework, as well as a variety of other industry standards and best practices.

The risk-based approach of the NIST cybersecurity framework has enabled us to implement cybersecurity programs tailored to our particular network architectures, customer environments and institutional resources.

Our cybersecurity risk management program also attempts to assess third-party vendor, service provider, business partner and supply chain risk management issues.

Our efforts aim to better understand the cybersecurity posture of our third-party vendors, service providers, business partners and suppliers by analyzing their cybersecurity risk management programs.

Our third-party cybersecurity risk management processes include reviewing and revising our service provider and vendor management programs and the related agreements to require prompt notification of cyber incidents, outages and software vulnerabilities to facilitate timely assessment and disclosure of third-party cyber risks.

Generally, our agreements require our third-party providers to abide by specific privacy, confidentiality and security processes, particularly for third-party data-processing activities.

For vendors that offer software as a service solutions involving personal information, our third-party risk management program generally requires third-party attestation of their security practices such as a System and Organization Controls 2 report or ISO27001 certification.

Our due diligence and selection processes also require third parties to complete a cybersecurity and data privacy questionnaire that includes questions about contractor track record.

Our third-party security reviews are limited by their disclosures; therefore, a risk-based approach is used in making vendor and contractual decisions based on those disclosures and the totality of the circumstances, such as whether the third party will have access to personal information or our network.

As of the date of this report, we are not aware of any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations and financial condition.

Governance

Our organizational objectives are aligned to address our cybersecurity risks and management plays a pivotal role in assessing and managing our material risks from cybersecurity threats.

Management’s role in assessing and managing material cybersecurity risks includes various management positions and committees responsible for assessing such risks.

Our internal processes require escalation of material cybersecurity risks to our executive leadership and Charter's Board of Directors, as well as management and committees who are tasked with the prevention, detection, mitigation and remediation of cybersecurity incidents.

These processes provide guidance for consistent and effective incident handling and response and set standards for internal notifications and escalations, as well as external notification considerations with respect to a cybersecurity event or incident requiring disclosure or notification to a state and/or federal agency or affected customers.

Charter's Board of Directors has delegated to the Audit Committee oversight of our privacy and data security, including cybersecurity, risk exposures, policies and practices, including the steps management have taken to detect, monitor and control such risks and the potential impact of those exposures on our business, financial results, operations and reputation.

Charter's Audit Committee receives quarterly updates on the enterprise risk management program, including information on cybersecurity risks and initiatives undertaken to identify, assess and mitigate such risks.

This cybersecurity reporting may

include threat and incident reporting, vulnerability detection reporting, risk mitigation metrics, systems and security operations updates or internal audit observations, if applicable.

We have a unified cybersecurity leadership team, composed of members of our Security Executive Steering Committee (“Security ESC”) to oversee implementation of appropriate cybersecurity protections and promote accountability.

The Security ESC is led by senior executives in our information technology ("IT") and network operations groups and is comprised of senior executive leaders across the organization with the goal of driving cybersecurity focus through not just technical teams, but the entire business.

The Security ESC reviews and evaluates current cyber threats and risks and improvements to our program and provides quarterly updates to the Chief Executive Officer as well as ad hoc updates on urgent matters.

We also have a Cyber Security Council (“CSC”) and Security Operations Steering Committee that, under the direction of the Security ESC, collectively focus on cybersecurity across Charter and the overall protection of our internal network and related processes, policy, training and actions to protect customer and employee data.

The CSC is comprised of senior leaders across the organization and operates under the auspices of the Security ESC, which is ultimately accountable under our enterprise risk management program for cybersecurity.

The executive team members overseeing our cybersecurity program are Magesh Srinivasan, Executive Vice President, Network Operations, and Jake Perlman, Executive Vice President, Software Development & IT.

Our Security Operations Center and Security Compliance teams (including Software Development and IT and Network Security Operations) are unified under our Chief Information Security Officer, Greg Temm, to provide a centralized view of our risk posture to prevent vulnerabilities and more effectively manage cybersecurity threats across the enterprise.

We own or lease real property for signal reception [removed: sites,] [added: sites] and own our service vehicles.

Our headend [removed: and tower] locations are located on owned or leased parcels of [removed: land, and we generally own the towers on which our equipment is located.][added: land.]

[removed: The physical components of our cable systems require] maintenance as well as periodic upgrades to support the new services and products we introduce.

The physical components of our cable systems require

Charter’s Class A common stock is listed on the NASDAQ Global Select Market under the symbol “CHTR.” As of December 31, [removed: 2022,] [added: 2023,] there were approximately [removed: 10,000] [added: 9,300] holders of record of Charter’s Class A common stock and one holder of Charter's Class B common stock.

During [removed: 2022,] [added: 2023,] there were no unregistered sales of securities of the registrant.

The following information is provided as of December 31, [removed: 2022] [added: 2023] with respect to [added: Charter's] equity compensation [removed: plans:][added: plans.]

(1) This total does not include [removed: 6,845] [added: 10,609] shares issued pursuant to restricted stock grants made under [removed: our] [added: Charter's] 2019 Stock Incentive Plan, which are subject to vesting based on continued service.

For information regarding securities issued under [removed: our] [added: Charter's] equity compensation plans, see Note 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: 2023] [added: 2024] Proxy Statement (the “Proxy Statement”) under the [removed: headings] [added: heading] “Compensation Discussion and [removed: Analysis,”] [added: Analysis”] or in [added: an] 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: 2022] [added: 2023] (dollars in millions, except per share data).

(1)Includes [removed: 4,132, 21,063] [added: 2,026, 170,743] and [removed: 9,646] [added: 9,425] 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: 2022,] [added: 2023,] respectively.

(2)During the three months ended December 31, [removed: 2022,] [added: 2023,] Charter purchased approximately [removed: 3.0] [added: 2.8] million shares of its Class A common stock for approximately [removed: $1.0] [added: $1.2] billion, which includes [removed: 1.2] [added: 0.8] million Charter class A common shares purchased from Liberty Broadband pursuant to the LBB Letter Agreement at an average price per unit of [removed: $354.97,] [added: $423.95,] or [removed: $432] [added: $352] million.

[removed: Charter] Holdings purchased [removed: 0.6] [added: 0.4] million Charter Holdings common units from A/N at an average price per unit of [removed: $363.53,] [added: $428.47,] or [removed: $223][added: $173 million during the three months ended December 31, 2023.]

As of December 31, [removed: 2022,] [added: 2023,] Charter had remaining board authority to purchase an additional [removed: $414] [added: $170] 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 | | | | | | 15,029,325 | | | (1) | | | | | | $ | 403.81 | | | | | 5,113,241 | | | (1) | | |

| TOTAL | | | | | | 15,029,325 | | | (1) | | | | | | | | | | | | 5,113,241 | | | (1) | | |

| October 1 - 31, 2023 | | | 1,051,761 | | | $ | 434.65 | | 1,049,735 | | | $454 | | |

| November 1 - 30, 2023 | | | 1,164,184 | | | $ | 417.85 | | 993,441 | | | $272 | | |

| December 1 - 31, 2023 | | | 753,534 | | | $ | 392.74 | | 744,109 | | | $170 | | |

Charter

| 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 | | |

million during the three months ended December 31, 2022.

Our consolidated financial statements, the related notes thereto, and the reports of independent [removed: accountants] [added: registered public accounting firm] are included in this annual report beginning on page F-1.

During the quarter ended December 31, [removed: 2022,] [added: 2023,] there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

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: 2022,] [added: 2023,] our internal control over financial reporting was effective.

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

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Charter Communications, Inc.:

Opinion on Internal Control Over Financial Reporting

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

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

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

Basis for Opinion

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

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

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

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

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

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

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

Definition and Limitations of Internal Control Over Financial Reporting

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

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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

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

(signed) KPMG LLP

St. Louis, Missouri

February 1, 2024

None.

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.

The information required by Item 10 will be included in the Proxy Statement under the headings “Proposal No. 1: Election of Directors,” “Delinquent Section 16(a) [removed: Reports,”] [added: Reports”] and “Code of [removed: Ethics,”] [added: Ethics”] or in [added: an] 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 “Compensation Discussion and Analysis,” “Proposal No. 1: Election of Directors – [removed: 2022] [added: 2023] Director Compensation,” “Compensation Committee Interlocks and 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.

The information required by Item 12 will be included in the Proxy Statement under the heading “Certain Beneficial Owners of Charter Class A Common Stock” or in [added: an] 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 [removed: heading] [added: headings] “Certain Relationships and Related Transactions” and “Proposal No. 1: Election of Directors” or in [added: an] amendment to this Annual Report on Form 10-K and is incorporated herein by reference.

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

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints [removed: Richard R.][added: Jamal H.]

[removed: Dykhouse] [added: Haughton] and Kevin D.

| /s/ Christopher L. Winfrey | | | President and Chief Executive [removed: Officer] [added: Officer, Director] | | | [removed: January 27, 2023] [added: February 2, 2024] | | |

| /s/ Jessica M. Fischer | | | Chief Financial Officer (Principal Financial Officer) | | | [removed: January 27, 2023] [added: February 2, 2024] | | |

| /s/ Kevin D. Howard | | | Executive Vice President, Chief Accounting Officer | | | [removed: January 27, 2023] [added: February 2, 2024] | | |

| /s/ W. Lance Conn | | | Director | | | [removed: January 27, 2023] [added: February 2, 2024] | | |

| /s/ Kim C. Goodman | | | Director | | | [removed: January 27, 2023] [added: February 2, 2024] | | |

| /s/ Craig A. Jacobson | | | Director | | | [removed: January 27, 2023] [added: February 2, 2024] | | |

| /s/ Gregory Maffei | | | Director | | | [removed: January 27, 2023] [added: February 2, 2024] | | |

| /s/ John D. Markley, Jr. | | | Director | | | [removed: January 27, 2023] [added: February 2, 2024] | | |

| /s/ David C. Merritt | | | Director | | | [removed: January 27, 2023] [added: February 2, 2024] | | |

| /s/ James E. Meyer | | | Director | | | [removed: January 27, 2023] [added: February 2, 2024] | | |

| /s/ Steve Miron | | | Director | | | [removed: January 27, 2023] [added: February 2, 2024] | | |

| /s/ Balan Nair | | | Director | | | [removed: January 27, 2023] [added: February 2, 2024] | | |

| /s/ Michael Newhouse | | | Director | | | [removed: January 27, 2023] [added: February 2, 2024] | | |

| /s/ Mauricio Ramos | | | Director | | | [removed: January 27, 2023] [added: February 2, 2024] | | |

| 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](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] [added: 8-K filed by Charter] Communications, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1091667/000119312516596195/d148819dex31.htm) [on] [added: Inc. on] May 19, 2016 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312516596195/d148819dex31.htm) | | |

| 3.2 | | | | | | [Amended and Restated By-laws of Charter Communications, Inc. as of [removed: July 26, 2022] [added: October 24, 2023] (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed by Charter Communications, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1091667/000109166722000090/chtr6302022exh-31.htm) [on July 29, 2022] [added: Inc. on October 27, 2023] (File No. [removed: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166722000090/chtr6302022exh-31.htm)] [added: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166723000143/chtr9302023exh-31.htm)] | | |

| 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 the Current Report on Form [removed: 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] [added: 8-K filed by Charter] Communications, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1091667/000109166714000221/exh41chtr1105148k.htm) [on] [added: Inc. on] November 10, 2014 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166714000221/exh41chtr1105148k.htm) | | |

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

| [removed: 4.15] [added: 4.16] | | | | | | [Third Supplemental Indenture, dated as of February 6, 2017, among CCO Holdings, LLC, CCO Holdings Capital Corp., and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 6, 2017 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312517031457/d316804dex41.htm) | | |

| [removed: 4.16] [added: 4.17] | | | | | | [Form of 5.125% Senior Notes due 2027 (incorporated herein by reference to Exhibit 4.2 to 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: 4.17] [added: 4.18] | | | | | | [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 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: 4.18] [added: 4.19] | | | | | | [Form of 5.375% Senior Secured Notes due 2047 (incorporated by reference to Exhibit 4.4 to 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: 4.19] [added: 4.20] | | | | | | [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: 4.20] [added: 4.21] | | | | | | [Form of 3.750% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 4.4 to the Current Report 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: 4.21] [added: 4.22] | | | | | | [Fourth Supplemental Indenture, dated as of August 8, 2017, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the](http://www.sec.gov/Archives/edgar/data/1091667/000119312517256236/d374452dex41.htm) [Current Report](http://www.sec.gov/Archives/edgar/data/1091667/000119312517137055/d383847dex101.htm) [on Form 8-K filed by Charter Communications, Inc. on August 14, 2017 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312517256236/d374452dex41.htm) | | |

| [removed: 4.22] [added: 4.23] | | | | | | [Form of 5.000% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on August 14, 2017 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312517256236/d374452dex41.htm) | | |

| [removed: 4.23] [added: 4.24] | | | | | | [Seventh Supplemental Indenture, dated as of September 18, 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/1091667/000119312517289679/d458554dex43.htm) [Current Report](http://www.sec.gov/Archives/edgar/data/1091667/000119312517137055/d383847dex101.htm) [on Form 8-K filed by Charter Communications, Inc. on September 21, 2017 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312517289679/d458554dex43.htm) | | |

| [removed: 4.24] [added: 4.25] | | | | | | [Form of 4.200% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on September 21, 2017 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312517289679/d458554dex43.htm) | | |

| [removed: 4.25] [added: 4.53] | | | | | | [Fifth Supplemental Indenture, dated as of [removed: October 17, 2017,] [added: July 9, 2020,] among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit [removed: 4.3] [added: 4.2] to [removed: the](http://www.sec.gov/Archives/edgar/data/1091667/000119312517315425/d473513dex43.htm) [Current 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 [removed: October 20, 2017] [added: July 13, 2020] (File No. [removed: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312517315425/d473513dex43.htm)] [added: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000110465920083132/tm2023618d7_ex4-2.htm)] | | |

| [removed: 4.26] [added: 4.85] | | | | | | [Form of [removed: 4.000%] [added: 6.650%] Senior Notes due [removed: 2023] [added: 2034] (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on [removed: October 20, 2017] [added: November 13, 2023] (File No. [removed: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312517315425/d473513dex43.htm)] [added: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000110465923116521/tm2330404d1_ex4-2.htm)] | | |

| [removed: 4.27] [added: 4.26] | | | | | | [Eighth Supplemental Indenture, dated as of December 21, 2017, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, the subsidiary guarantor parties thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.5 to Form S-3 filed by Charter Communications, Inc. on December 22, 2017 (File No. 333-222241)).](http://www.sec.gov/Archives/edgar/data/833611/000119312517376789/d502212dex45.htm) | | |

| [removed: 4.28] [added: 4.27] | | | | | | [Ninth Supplemental Indenture, dated as of April 17, 2018, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the](http://www.sec.gov/Archives/edgar/data/1091667/000119312518125093/d562235dex42.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 20, 2018 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312518125093/d562235dex42.htm) | | |

| [removed: 4.29] [added: 4.28] | | | | | | [Form of 5.375% Senior Secured Notes due 2038 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on April 20, 2018 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312518125093/d562235dex42.htm) | | |

| [removed: 4.30] [added: 4.29] | | | | | | [Form of 5.750% Senior Secured Notes due 2048 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on April 20, 2018 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312518125093/d562235dex42.htm) | | |

| [removed: 4.31] [added: 4.30] | | | | | | [Tenth Supplemental Indenture, dated as of July 3, 2018, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the](http://www.sec.gov/Archives/edgar/data/1091667/000119312518214665/d555023dex42.htm) [Current Report](http://www.sec.gov/Archives/edgar/data/1091667/000119312518125093/d562235dex42.htm) [on Form 8-K filed by Charter Communications, Inc. on July 9, 2018 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312518214665/d555023dex42.htm) | | |

| [removed: 4.32] [added: 4.31] | | | | | | [Form of Senior Secured Floating Notes due 2024 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 9, 2018 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312518214665/d555023dex42.htm) | | |

| [removed: 4.33] [added: 4.32] | | | | | | [Form of 4.500% Senior Secured Notes due 2024 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 9, 2018 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312518214665/d555023dex42.htm) | | |

| [removed: 4.39] [added: 4.40] | | | | | | [Fourteenth Supplemental Indenture, dated as of July 10, 2019, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.5 to the](http://www.sec.gov/Archives/edgar/data/1091667/000119312519191919/d96706dex45.htm) [Current Report](http://www.sec.gov/Archives/edgar/data/1091667/000119312519015581/d693743dex44.htm) [on Form 8-K filed by Charter Communications, Inc. on July 10, 2019 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312519191919/d96706dex45.htm) | | |

| Date: February 2, 2024 | | | | | | | | | | | | | | |

| /s/ Eric L. Zinterhofer | | | Non-Executive Chairman of the Board (Director) | | | February 2, 2024 | | |

| 4.15 | | | | | | [Fourth Supplemental Indenture, dated as of November 1, 2016, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp.,](http://www.sec.gov/Archives/edgar/data/1291157/000119312517305942/d412173dex45.htm) [as issuers,](http://www.sec.gov/Archives/edgar/data/1291157/000119312517305942/d412173dex45.htm) [CCO Holdings, LLC,](http://www.sec.gov/Archives/edgar/data/1291157/000119312517305942/d412173dex45.htm) [as parent guarantor,](http://www.sec.gov/Archives/edgar/data/1291157/000119312517305942/d412173dex45.htm) [the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/1291157/000119312517305942/d412173dex45.htm) [and collateral agent (incorporated by reference to Exhibit 4.5 to](http://www.sec.gov/Archives/edgar/data/1291157/000119312517305942/d412173dex45.htm) [Registration Statement on Form S-4](http://www.sec.gov/Archives/edgar/data/1291157/000119312517305942/d412173dex45.htm) [filed by](http://www.sec.gov/Archives/edgar/data/1291157/000119312517305942/d412173dex45.htm) [CCO Holdings, LLC](http://www.sec.gov/Archives/edgar/data/1291157/000119312517305942/d412173dex45.htm) [on October 6, 2017 (File No. 333-](http://www.sec.gov/Archives/edgar/data/1291157/000119312517305942/d412173dex45.htm)[220863](http://www.sec.gov/Archives/edgar/data/1291157/000119312517305942/d412173dex45.htm)[)).](http://www.sec.gov/Archives/edgar/data/1291157/000119312517305942/d412173dex45.htm) | | |

| 4.33 | | | | | | [Eleventh Supplemental Indenture dated as of July 27, 2018 among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.7 to Form S-3 filed by Charter Communications, Inc. on October 30, 2023 (File No. 333-275214-116)).](http://www.sec.gov/Archives/edgar/data/893657/000110465923112581/tm2329169d2_ex4-7.htm) | | |

| 4.39 | | | | | | [Thirteenth Supplemental Indenture dated as of June 21, 2019 among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.8 to Form S-3 filed by Charter Communications, Inc. on October 30, 2023 (File No. 333-275214-116)).](http://www.sec.gov/Archives/edgar/data/893657/000110465923112581/tm2329169d2_ex4-8.htm) | | |

| 4.55 | | | | | | [Seventeenth Supplemental Indenture dated as of November 19, 2020 among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.9 to Form S-3 filed by Charter Communications, Inc. on October 30, 2023 (File No. 333-275214-116)).](http://www.sec.gov/Archives/edgar/data/893657/000110465923112581/tm2329169d2_ex4-9.htm) | | |

| 4.81 | | | | | | [Form of 7.375% Senior Notes due 2031 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 16, 2023 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000110465923022811/tm236553d1_ex4-2.htm) | | |

| 4.82* | | | | | | [Twenty-Third Supplemental Indenture, dated as of November 7, 2023, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent.](https://www.sec.gov/Archives/edgar/data/1091667/000109166724000028/chtr12312023exh-482.htm) | | |

| 4.83 | | | | | | [Twenty-Fourth Supplemental Indenture, dated as of November 10, 2023, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent. (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on November 13, 2023 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000110465923116521/tm2330404d1_ex4-2.htm) | | |

| 4.84 | | | | | | [Form of 6.150% Senior Notes due 2026 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on November 13, 2023 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000110465923116521/tm2330404d1_ex4-2.htm) | | |

| 4.112 | | | | | | [Description of Securities (incorporated herein by reference to Exhibit 4.104 to the Annual Report on Form 10-K filed by Charter Communications, Inc. on January 27, 2023 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166723000024/chtr12312022exh-4104.htm) | | |

| 10.30(h) | | | | | | [Amendment No. 3, dated as of February 10, 2023, to the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on April 26, 2019, as amended by Amendment No. 1 on October 24, 2019 and as further amended by Amendment No. 2 on May 26, 2022, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain of Charter Communications Operating, LLC’s subsidiaries, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 16, 2023 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000110465923022811/tm236553d1_ex10-2.htm) | | |

| 10.30(i) | | | | | | [Amendment No. 4, dated as of March 23, 2023, to the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on April 26, 2019, as amended by Amendment No. 1 on October 24, 2019 and as further amended by Amendment No. 2 on May 26, 2022 and as further amended by Amendment No. 3 on February 10, 2023, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain of Charter Communications Operating, LLC’s subsidiaries, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on March 29, 2023 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000110465923038343/tm2310675d1_ex10-1.htm) | | |

| 10.30(j) | | | | | | [Amendment No. 5, dated as of December 7, 2023, to the Amended and Restated Credit Agreement. dated as of March 18, 1999, as amended and restated on April 26, 2019, as amended by Amendment No. 1 on October 24, 2019 and as further amended by Amendment No. 2 on May 26, 2022 and as further amended by Amendment No. 3 on February 10, 2023 and as further amended by Amendment No. 4 on March 23, 2023, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, certain of Charter Communications Operating, LLC’s subsidiaries, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on December 13, 2023 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000110465923125714/tm2332479d1_ex10-1.htm) | | |

| 10.64+ | | | | | | [Form of Performance-Vesting Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 24, 2023 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166723000034/a022223chtr8-kexh101.htm) | | |

| 10.65+ | | | | | | [Form of Performance-Vesting Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 24, 2023(File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166723000034/a022223chtr8-kexh102.htm) | | |

| 10.71(b)+ | | | | | | [Amendment to Amended and Restated Employment Agreement dated as of February 22, 2023 by and between Charter Communications Inc. and Christopher L. Winfrey (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 24, 2023 (File No. 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000109166723000034/a022223chtr8-kexh103.htm) | | |

| 97.1* | | | | | | [Charter Communications, Inc. Compensation Recovery Policy, effective as of October 1, 2023.](https://www.sec.gov/Archives/edgar/data/1091667/000109166724000028/chtr12312023exh-971.htm) | | |

E-13

Opinion on the Consolidated Financial Statements

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

February 1, 2024

| | | | 2023 | | | | | | 2022 | | |

| Consolidated net income | | | — | | | — | | | — | | | 4,557 | | | 4,557 | | | 704 | | | 5,261 | | |

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

| BALANCE, December 31, 2023 | | | $ | — | | $ | — | | $ | 23,346 | | $ | (12,260) | | $ | 11,086 | | $ | 3,632 | | $ | 14,718 | |

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

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

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

Cash is paid

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

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

| | | | | | | 2023 | | | | | | 2022 | | |

| | | | | | | 77,271 | | | | | | 72,203 | | |

| | | | | | | $ | 39,520 | | | | | $ | 36,039 | |

December 31, 2023, 2022 AND 2021

| | | | | | | 2023 | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | |

| | | | | | | $ | 97,687 | | | | | $ | — | | | | | $ | 97,687 | | | | | $ | 97,549 | | | | | $ | — | | | | | $ | 97,549 | |

| | | | | | | $ | 18,718 | | | | | $ | (16,801) | | | | | $ | 1,917 | | | | | $ | 18,690 | | | | | $ | (15,714) | | | | | $ | 2,976 | |

December 31, 2023, 2022 AND 2021

| Date: January 27, 2023 | | | | | | | | | | | | | | |

| /s/ Thomas M. Rutledge | | | Executive Chairman and Director | | | January 27, 2023 | | |

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

| /s/ Eric L. Zinterhofer | | | Director | | | January 27, 2023 | | |

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

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

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

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

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

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

*Definition and Limitations of Internal Control Over Financial Reporting*

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

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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

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

January 26, 2023

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

| | | | Year Ended December 31, | | | | | | | | | | | | | | |

| BALANCE, December 31, 2019 | | | $ | — | | $ | — | | $ | 31,405 | | $ | 40 | | $ | 31,445 | | $ | 7,366 | | $ | 38,811 | |

| Consolidated net income | | | — | | | — | | | — | | | 3,222 | | | 3,222 | | | 454 | | | 3,676 | | |

| Issuance of equity | | | — | | | — | | | 23 | | | — | | | 23 | | | — | | | 23 | | |

| Purchases and retirement of treasury stock | | | — | | | — | | | (2,760) | | | (8,457) | | | (11,217) | | | — | | | (11,217) | | |

| Purchases of wireless spectrum licenses | | | — | | | | | | — | | | | | | (464) | | |

| Issuance of equity | | | — | | | | | | — | | | | | | 23 | | |

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

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

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

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

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

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

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

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

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

The Company accounts for its investments in less than majority owned investees under either the equity method or as equity securities.

In June 2022, the Company and Comcast Corporation ("Comcast") entered into a 50/50 joint venture to develop and offer a next-generation streaming platform on a variety of streaming devices and smart TVs.

Comcast licensed its streaming platform and hardware to the joint venture and contributed the retail business for XClass TVs and Xumo, a streaming service it acquired in 2020.

The Company's investment is approximately $981 million with $271 million paid in 2022 and with the remaining non-cancelable required contributions to be paid over multiple years and recorded as liabilities as of December 31, 2022.

The Company accounts for the investment as an equity method investment and records investment income (loss) on its share of the joint venture income (loss).