Charter Communications (CHTR) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A78 rewritten102 added11 removed187 unchanged
All filing items1,167 rewritten584 added325 removed1,915 unchanged
Summary
counted, not written
- Item 1A lists 33 risk factor headings: 9 new, 8 reworded and 16 unchanged since FY2024. 0 headings from FY2024 no longer appear.
- Sentence by sentence, 584 added, 325 removed, 1,167 rewritten and 1,915 unchanged across 12 items that differ.
New Item 1A headings (9)
- The Cox Transactions are subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete the Cox Transactions could have a material adverse effect on us.
- Our plans for funding the cash consideration and assuming indebtedness of Cox Communications may be adversely affected to the extent there are greater-than-expected increases in our indebtedness, lower-than-expected operating results, credit rating downgrades, or significant financial market disruptions.
- Charter and Cox Communications are subject to contractual restrictions while the Cox Transactions are pending, which could adversely affect their respective businesses and operations.
- We will incur direct and indirect costs as a result of the Cox Transactions.
- A/N and Liberty Broadband currently have governance rights that give them influence over corporate transactions and other matters. In connection with the Cox Transactions, Liberty Broadband will lose its governance rights (assuming the closing of the Liberty Broadband Combination), A/N’s governance rights will be modified and Cox Enterprises will receive governance rights pursuant to the amended stockholders agreement and amendments to Charter’s governing documents, and Cox Enterprises and A/N will have influence over corporate transactions and other matters.
- The amended stockholders agreement will provide A/N and Cox Enterprises with preemptive rights with respect to issuances of Charter equity in connection with certain transactions, and in the event that A/N or Cox Enterprises exercises these rights, holders of Charter Class A common stock may experience further dilution.
- If we are not able to successfully integrate Cox Communications’ business within the anticipated time frame, or at all, the anticipated cost savings and other benefits of the Cox Transactions may not be realized fully, or at all, or may take longer to realize than expected. In such circumstances, in the event the Cox Transactions are completed, we may not perform as expected and the value of the Charter Class A common stock may be adversely affected.
- The market price of Charter Class A common stock may decline as a result of the Cox Transactions.
- The Cox Transactions raise other risks.
Removed Item 1A headings (0)
Every FY2024 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (8)
- We have a significant amount of debt and expect to incur significant additional debt, including secured debt, in the future, [added: as well as additional debt in connection with the Cox Transactions and Liberty Broadband Combination,] which could adversely affect our financial condition and our ability to react to changes in our business.
- The
[removed: combination][added: Liberty Broadband Combination] is subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete the[removed: combination][added: Liberty Broadband Combination] could have material adverse effects on us. - We are subject to contractual restrictions while the
[removed: combination][added: Liberty Broadband Combination] is pending, which could adversely affect our business and operations. - The announcement and pendency of the
[removed: combination][added: Liberty Broadband Combination] could divert the attention of management and cause disruptions in our business, which could have an adverse effect on our business and financial results. - We will incur direct and indirect costs as a result of the
[removed: combination.][added: Liberty Broadband Combination.] - If repurchases of Liberty Broadband’s shares of Charter Class A common stock during the pendency of the
[removed: combination][added: Liberty Broadband Combination] are not consummated on the agreed terms, or otherwise fail to meet the intended objectives, there could be adverse effects on the companies and the[removed: combination.][added: Liberty Broadband Combination.] - Charter may fail to realize all of the anticipated benefits of the
[removed: combination][added: Liberty Broadband Combination] or those benefits may take longer to realize than expected. - The
[removed: combination][added: Liberty Broadband Combination] raises other risks.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
| Item | Added | Removed | Rewritten | Unchanged |
|---|---|---|---|---|
| Item 1A. Risk Factors. | 102 | 11 | 78 | 187 |
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 104 | 90 | 196 | 196 |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk. | 2 | 2 | 9 | 7 |
| Item 1. Business. | 87 | 66 | 159 | 315 |
| Item 3. Legal Proceedings. | 0 | 0 | 1 | 3 |
| Cover and table of contents | 5 | 3 | 38 | 98 |
| Item 1B. Unresolved Staff Comments. | 0 | 0 | 0 | 1 |
| Item 1C. Cybersecurity. | 8 | 3 | 14 | 31 |
| Item 2. Properties. | 0 | 0 | 0 | 8 |
| Item 4. Mine Safety Disclosures. | 0 | 0 | 0 | 2 |
| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 6 | 7 | 11 | 17 |
| Item 6. [Reserved] | 0 | 0 | 0 | 1 |
| Item 8. Financial Statements and Supplementary Data. | 0 | 0 | 0 | 1 |
| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 0 | 0 | 0 | 1 |
| Item 9A. Controls and Procedures. | 1 | 3 | 6 | 30 |
| Item 9B. Other Information. | 3 | 11 | 0 | 0 |
| Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 0 | 0 | 0 | 2 |
| Item 10. Directors, Executive Officers and Corporate Governance. | 0 | 0 | 0 | 1 |
| Item 11. Executive Compensation. | 0 | 0 | 1 | 1 |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 0 | 0 | 0 | 1 |
| Item 13. Certain Relationships and Related Transactions, and Director Independence. | 0 | 0 | 0 | 1 |
| Item 14. Principal Accountant Fees and Services. | 0 | 0 | 0 | 2 |
| Item 15. Exhibits and Financial Statement Schedules. | 0 | 0 | 0 | 8 |
| Item 16. Form 10-K Summary. | 266 | 129 | 654 | 1,001 |
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors.
78 rewritten, 102 added, 11 removed, 187 unchanged
In some instances, we compete against companies with fewer regulatory burdens, [added: better] access to [removed: better] financing and greater and more favorable brand name recognition.
Various operators offer wireless Internet services delivered over networks which they continue to enhance to deliver faster speeds and also continue to expand 5G mobile [removed: services.][added: services as they seek to offer converged connectivity services similar to ours.]
Newer products and services, particularly alternative methods for the distribution, sale and viewing of content may continue to be developed, further increasing the [removed: number of competitors] [added: competition] that we face.
Competition may also reduce our expected growth of future cash flows which may contribute to future impairments of our [added: franchises and goodwill and our ability to meet cash flow requirements, including debt service requirements.]
Business - [removed: Competition” and “-] Regulation and Legislation.”
Our network and information systems are also vulnerable to damage or interruption from power outages, telecommunications failures, accidents, natural disasters (including extreme weather arising from short-term or [removed: any] long-term changes in weather patterns), terrorist attacks and similar events.
We also could be required to expend significant capital and other resources to remedy any [removed: such] security breach.
Some of our hardware, software and operational support vendors and service providers represent [added: our sole source of supply or have, either through contract or as a result of intellectual property rights, a position of some exclusivity.]
- tariffs [removed: are imposed that] [added: or component supply conditions] impact vendors’ ability to perform their obligations or significantly increase the amount we pay;
The ability of some of our competitors to introduce new technologies, products and services more quickly than [removed: we do] [added: us] may adversely affect our competitive position.
While decreases in video customers combined with a change in the mix of customers choosing lower cost packages have offset total programming cost increases, we expect contractual programming rates per service subscriber to continue to increase [added: in excess of customary inflationary and cost-of-living type increases] as a result of annual increases pursuant to our programming contracts and contract renewals with programmers.
Although we pass along amounts paid for local broadcast station retransmission consent to the majority of our [added: video] customers, the inability to fully pass programming cost increases on to our [added: video] customers has had, and is expected in the future to have, an adverse impact on our cash flow and operating margins associated with the video product.
We have [removed: sought to obtain] [added: obtained] and will continue to seek to obtain access to many of these programmer streaming applications, where applicable, as we renew agreements, so that we may [added: continue to] include [added: these] in our customers’ video subscriptions and/or sell to broadband customers for a share of revenue.
[added: Additionally, AI] technologies are complex and rapidly evolving.
These events have adversely affected us in the past, and may adversely affect our cash flow, results of operations and financial condition [removed: if] [added: in] a [removed: downturn were to continue.][added: future downturn.]
The loss of the services of key members of management and the inability [added: to hire] or delay in hiring new key employees could adversely affect our ability to manage our business and our future operational and financial results.
We have a significant amount of debt and expect to incur significant additional debt, including secured debt, in the future, [added: as well as additional debt in connection with the Cox Transactions and Liberty Broadband Combination,] which could adversely affect our financial condition and our ability to react to changes in our business.
We [removed: have a significant amount of debt and] expect to (subject to applicable restrictions in our debt instruments) incur additional debt in the future as Charter [removed: maintains] [added: plans to maintain leverage near the midpoint of] its stated [removed: objective of] 4.0 to 4.5 times Adjusted EBITDA [added: target] leverage [added: range] (net debt divided by the last twelve months Adjusted [removed: EBITDA).][added: EBITDA) in the period leading up to the Closing.]
[removed: As] [added: We have a significant amount] of [removed: December 31, 2024, our] [added: debt, with] total principal amount of [removed: debt was] approximately [removed: $93.8] [added: $94.6] billion and [removed: Charter's] [added: a] leverage ratio [removed: was 4.13] [added: of 4.15] times Adjusted [removed: EBITDA.][added: EBITDA as of December 31, 2025.]
- make us vulnerable to interest rate increases, in part because approximately [removed: 11%] [added: 13%] of our borrowings as of December 31, [removed: 2024] [added: 2025] were, and may continue to be, subject to variable rates of interest;
In addition, [removed: it is possible that] we [removed: may need] [added: expect] to incur additional indebtedness in the future, including to refinance and/or in connection with the assumption of indebtedness of [added: Cox Communications and/or its subsidiaries after the completion of the Cox Transactions as well as] Liberty Broadband and/or its subsidiaries after the completion of the [removed: merger.][added: Liberty Broadband Combination.]
To the extent our current debt amounts increase more than expected, our operating results are lower than expected, or credit rating agencies downgrade our debt thereby increasing our costs of borrowing and potentially limiting our access to investment grade markets, [added: or significant market disruptions occur,] the related risks that we now face will intensify.
Members of [removed: Charter’s] [added: the] Board of Directors [added: of Charter] include a director who is [removed: a former] [added: an] officer [removed: and] [added: of Liberty Broadband, a] director [added: who is a director] of Liberty Broadband and directors who are current or former officers and directors of A/N.
Mr. [removed: Greg Maffei] [added: Marty Patterson] is the [removed: former] President and Chief Executive Officer of Liberty [added: Broadband and Mr. J. David Wargo is a director of Liberty] Broadband.
[added: Mr.] Steven Miron is the Chief Executive Officer of A/N and [added: Mr.] Michael Newhouse is co-president of the parent of A/N and its affiliates.
As of December 31, [removed: 2024,] [added: 2025,] Liberty Broadband beneficially held approximately [removed: 28.58%] [added: 29.22%] of Charter’s voting stock and A/N beneficially held approximately [removed: 12.40%] [added: 13.12%] of Charter’s voting stock.
Pursuant to the Second Amended and Restated Stockholders Agreement among Charter, Liberty Broadband and A/N, dated as of May 23, 2015 (the “Existing Stockholders Agreement”), as amended by Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement, dated as of November 12, 2024 (the “Stockholders and Letter Agreement Amendment”), Liberty Broadband currently has the right to designate up to three directors as nominees for [removed: Charter’s] [added: the] Board of Directors [added: of Charter] and A/N currently has the right to designate up to two directors as nominees for [removed: Charter’s] [added: the] Board of [removed: Directors.][added: Directors of Charter.]
Each of A/N and Liberty Broadband is entitled to nominate at least one director to each of the committees of [removed: Charter’s] [added: the] Board of [removed: Directors,] [added: Directors of Charter,] 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 Benefits Committee each have at least a majority of directors [removed: independent from A/N,] [added: that were not designated by either A/N or] Liberty Broadband [removed: and Charter] (referred to as the “unaffiliated directors” in the Existing Stockholders Agreement).
The Existing Stockholders Agreement and Charter’s amended and restated certificate of incorporation [removed: fixes] [added: fix] the size of the board at 13 directors.
The services we offer are subject to numerous laws and regulations that can increase operational and administrative expenses and reduce revenues, [removed: including] [added: including, but not limited to,] those covering the following:
- the provision of high-speed Internet service, including regulating the price for low-income customers, network management, broadband [removed: label,] [added: labeling,] broadband availability reporting, digital discrimination and transparency rules;
- the fees that must be included in our advertised prices and [removed: bills, and the means by which our customers can cancel services;][added: bills;]
- the provisioning, marketing and billing of cable, [removed: telephone] [added: Internet, mobile] and [removed: Internet] [added: voice] equipment;
[removed: These changes have in the past, and could in the future, include, for example, the reclassification of Internet services as regulated telecommunications services or other utility-style regulation of Internet services; restrictions on how we manage our Internet access services and networks; the adoption of new customer service or service quality requirements for our Internet access services; the adoption of new privacy restrictions on our collection, use and disclosure of certain customer information; new data security and cybersecurity mandates that could result in additional network and information security and cyber incident reporting requirements] [added: rates] for [removed: our business; new restraints on our discretion over programming decisions;] [added: broadcast content;] new restrictions on the rates we charge to consumers for one or more of the services or equipment options we offer, including our ability to offer promotions; changes to the cable industry’s compulsory copyright to retransmit broadcast signals; new requirements to assure the availability of navigation devices from third-party providers; new Universal Service Fund contribution obligations on our Internet service revenues that would add to the cost of that service; increases in government-administered broadband subsidies to rural areas that could result in subsidized overbuilding of our facilities; changes to the FCC’s administration of spectrum; and changes in the regulatory framework for VoIP telephone service, including the scope of regulatory obligations associated with our VoIP telephone service and our ability to interconnect our VoIP telephone service with incumbent providers of traditional telecommunications service.
We cannot predict the outcome of this case or any related actions of [removed: the] Congress and [added: the] FCC, which could adversely affect our receipt of universal service funds, including [removed: but not limited to] FCC [removed: RDOF grants to expand our network, FCC] E-rate funds to serve schools and libraries and FCC Rural Health Care funds to serve eligible health care providers.
The [removed: FCC,] [added: FCC] and various state and federal agencies and attorney [removed: generals,] [added: generals] may subject those programs, or other industry practices, to audits and investigations, which could result in enforcement actions, litigation, fines, settlements or reputational harm, and/or operational and financial conditions being placed on us, any of which could adversely affect our results of operations and financial condition.
We cannot predict future developments in these areas, and any changes to the regulatory framework for our Internet, [removed: video, mobile] [added: mobile, video] or [removed: VoIP] [added: voice] services could have a negative impact on our business and results of operations.
It remains uncertain what rule changes, if any, will ultimately be adopted by Congress, the FCC, the FTC [removed: and] [added: and/or] state [removed: legislatures,] [added: legislatures or state regulatory agencies,] and what operating or financial impact any such rules might have on us, including on the operation of our broadband networks, customer privacy and the user experience.
[removed: There] [added: From time to time authorities challenge our tax positions and there] can be no assurance that our tax positions will [removed: not] be [removed: challenged by relevant tax authorities or that we would be] successful in any such challenge.
Many franchises establish comprehensive facilities and service requirements, as well as specific customer service standards and monetary penalties for [removed: non-compliance.][added: non-compliance, and from time to time some franchisors have alleged that we have not complied with every aspect of our franchising agreements.]
Business - Competition” and “Item 1.
As part of the Cox Transactions, Charter will fund the $4.0 billion of cash consideration using debt and will assume Cox Communications' approximately $12.6 billion of net debt and finance leases.
Charter plans to adjust its long-term target leverage range after Closing to 3.5 to 3.75 times Adjusted EBITDA but will still have a significant amount of debt.
- the technical standard that we must use to carry broadcast stations;
These changes have in the past, and could in the future, include, but are not limited to, for example, the reclassification of Internet services as regulated telecommunications services or other utility-style regulation of Internet services; restrictions on how we manage our Internet access services and networks; the adoption of new customer service or service quality requirements for our Internet access services; the adoption of new privacy restrictions on our collection, use and disclosure of certain customer or employee information; new data security and cybersecurity mandates that could result in additional network and information security and cyber incident reporting requirements for our business; new restraints on our discretion over programming decisions; new rules governing broadcast ownership that would result in higher
In September 2025, following the Supreme Court decision that upheld the FCC’s system for funding and administering its Universal Service programs, a new petition for review was filed in the Fifth Circuit challenging two subsections of the statute governing the Universal Service Fund.
Risks Related to the Cox Transactions
The Cox Transactions are subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all.
Failure to complete the Cox Transactions could have a material adverse effect on us.
The completion of the Cox Transactions is subject to a number of conditions, including, among other things, (i) the approval of the certificate amendment proposal by the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Charter Class A common stock and Class B common stock, voting together as a single class; (ii) the approval of the share issuance proposal by the affirmative vote of the holders of a majority of the votes cast by the holders of Charter Class A common stock and Class B common stock, voting together as a single class; (iii) any applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act, and any commitments by the parties not to close before a certain date under any timing agreement entered into with a government entity, in each case, with respect to the Cox Transactions shall have expired or been terminated (solely with respect to the obligations of the Charter parties to close, without the imposition of a burdensome condition); (iv) the receipt of certain other required regulatory approvals, including approval of the Federal Communications Commission and certain local franchise authority, state franchising and state public utility commission approvals (solely with respect to the obligations of the Charter parties to close, without the imposition of a burdensome condition); (v) the absence of any law, rule, executive order, decree, judgment, injunction or other order (whether temporary, preliminary or permanent) which makes unlawful, prohibits, delays, enjoins or otherwise prevents or restrains the completion of the Cox Transactions; (vi) each party’s representations and warranties being true and correct (subject to certain materiality and material adverse effect qualifications); (vii) the absence of a material adverse effect on each party; and (viii) each party having performed in all material respects its obligations under the Transaction Agreement.
While the parties have agreed in the Transaction Agreement to use reasonable best efforts to satisfy the closing conditions, the parties may not be successful in their efforts to do so.
The failure to satisfy all of the required conditions could delay the completion of the Cox Transactions for a significant period of time or prevent completion from occurring at all.
Any delay in completing the Cox Transactions could cause us not to realize some or all of the benefits of the Cox Transactions, or realize them on a different timeline than expected.
There can be no assurance that the conditions in the Transaction Agreement will be satisfied or (to the extent permitted) waived or that the Cox Transactions will be completed.
In addition, subject to limited exceptions, either Charter or Cox Enterprises may terminate the Transaction Agreement if the Cox Transactions have not been consummated by the end date, so long as the terminating party’s failure to comply in all material respects with the Transaction Agreement has not been a primary cause of the failure of the Closing to occur on or before the end date.
If the Cox Transactions are not completed, we may be materially adversely affected, without realizing any of the anticipated benefits of having completed the Cox Transactions, and we will be subject to a number of risks, including the following:
- we could owe a substantial termination fee to Cox Enterprises under certain circumstances;
- if the Transaction Agreement is terminated and we seek another transaction, we may not find a party willing to enter into a transaction on terms comparable to or more attractive than the terms agreed to in the Transaction Agreement;
- time and resources, financial and other, committed by us and our subsidiaries’ management to matters relating to the Cox Transactions could otherwise have been devoted to pursuing other beneficial opportunities;
- we will be required to pay certain costs relating to the Cox Transactions, such as legal, accounting, financial advisory, filing, printing and mailing fees, whether or not the Cox Transactions are completed;
- Charter and Cox Communications are subject to restrictions on the conduct of their respective businesses prior to the Closing, as set forth in the Transaction Agreement, which may prevent us or Cox Communications, as applicable, from making certain acquisitions or taking other actions during the pendency of the Cox Transactions; and
- we may experience reputational harm due to the adverse perception of any failure to successfully complete the Cox Transactions.
In addition, if the Cox Transactions are not completed, we could be subject to litigation related to any failure to complete the Cox Transactions or related to any enforcement proceeding commenced against us to perform our obligations under the Transaction Agreement.
Our plans for funding the cash consideration and assuming indebtedness of Cox Communications may be adversely affected to the extent there are greater-than-expected increases in our indebtedness, lower-than-expected operating results, credit rating downgrades, or significant financial market disruptions.
We are obligated to fund $4.0 billion of cash consideration under the Transaction Agreement which we expect to fund by incurring indebtedness, and expect to assume approximately $12.6 billion of Cox Communications’ outstanding net debt and finance leases in connection with the Cox Transactions, including Cox Communications’ outstanding unsecured notes as of Closing (the “Cox Notes”).
The indentures and supplemental indentures governing the Cox Notes contain certain negative covenants, including restrictions on the incurrence of secured indebtedness and indebtedness of restricted subsidiaries.
If our indebtedness increases more than expected, our operating results are lower than expected, or significant financial markets disruptions occur, our cash on hand and available liquidity under our existing credit facilities may be insufficient to fund the cash portion of the consideration.
Further, completion of the Cox Transactions may constitute a “change of control repurchase event” under the supplemental indentures governing certain of the Cox Notes if, in connection with the Cox Transactions, each of S&P Global Ratings, Moody’s Investors Service, Inc. and Fitch Ratings, Inc. downgrade the credit rating of certain series of Cox Notes to a rating below “investment grade” (regardless of whether the rating prior to such downgrade was “investment grade” or below “investment grade”) prior to 60 days following consummation of a change of control (which period may be extended in certain circumstances).
In such a circumstance, Charter (or one of its subsidiaries that, at the time, is the primary obligor of such series of notes) would be required to offer to repurchase each applicable holder’s Cox Notes of such series at a purchase price in cash equal to 101% of the aggregate principal amount of such series of Cox Notes repurchased, plus accrued and unpaid interest.
In the event of such ratings downgrades, we may require additional debt financing to fund such repurchases, which may not be available on terms acceptable to us, or at all.
A failure to make the applicable change of control offer or to pay the applicable change of control purchase price when due would result in a default in respect of the applicable series of Cox Notes and could result in a default under the terms of other indebtedness of Charter and its subsidiaries.
Charter and Cox Communications are subject to contractual restrictions while the Cox Transactions are pending, which could adversely affect their respective businesses and operations.
Under the terms of the Transaction Agreement, Charter and Cox Communications are subject to certain restrictions on the conduct of their respective businesses prior to the Closing.
Such limitations may affect our or Cox Communications’ ability to execute certain of their business strategies, including the ability in certain cases to amend their organizational documents, repurchase shares or declare dividends in certain circumstances, incur certain indebtedness or complete certain acquisitions and other transactions, which could adversely affect us or Cox Communications prior to the Closing.
The risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the Cox Transactions.
We will incur direct and indirect costs as a result of the Cox Transactions.
We will incur substantial expenses in connection with and as a result of completing the Cox Transactions, including advisory, legal and other transaction costs, and, following the completion of the Cox Transactions, we expect to incur additional expenses in connection with combining the companies.
A portion of these costs have already been incurred or will be incurred regardless of whether the Cox Transactions are completed.
Our management continues to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the Cox Transactions.
Although we expect that the realization of benefits related to the Cox Transactions will offset such costs and expenses over time, no assurances can be made that this net benefit will be achieved in the near term, or at all.
franchises and goodwill and our ability to meet cash flow requirements, including debt service requirements.
our sole source of supply or have, either through contract or as a result of intellectual property rights, a position of some exclusivity.
Our programming costs have historically increased in excess of customary inflationary and cost-of-living type increases.
Additionally, AI
In 2024, one federal Court of Appeals decision found multiple constitutional violations in the FCC’s system for funding and administering its Universal Service programs.
Two other Courts of Appeals had upheld the FCC’s rules.
The Supreme Court has agreed to hear the FCC’s appeal of the adverse decision.
Many of the provisions enacted under the 2017 Tax Cuts and Jobs Act are set to expire at the end of 2025.
The Administration and Congress are actively considering various policy choices which may have the impact of changing, possibly materially, how Charter is taxed in comparison to how we are taxed today and potentially in comparison to our competitors.
We cannot assure you that we will be able to comply with all significant provisions of our franchise agreements and certain of our franchisors have from time to time alleged that we have not complied with these agreements.
The completion of the combination is subject to a number of conditions, including, among other things, (i) the adoption of the merger agreement by the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock entitled to vote on the Liberty Broadband merger proposal at the Liberty Broadband special meeting, voting together as a single class; (ii) the adoption of the merger agreement by the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock entitled to vote on the Liberty Broadband merger proposal at the Liberty Broadband special meeting, beneficially owned, directly or indirectly, by Liberty Broadband stockholders (other than certain affiliated stockholders), voting together as a single class, which condition cannot be waived; (iii) the approval of the share issuance proposal by the affirmative vote of a majority of the votes cast by holders of Charter common stock at the Charter special meeting; (iv) the approval of the Charter merger proposal by the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Charter common stock entitled to vote on the proposal at the Charter special meeting, beneficially owned, directly or indirectly, by Charter stockholders (other than certain affiliated stockholders), voting together as a single class, which condition cannot be waived; (v) to the extent applicable, any waiting period (and any
An excerpt. Shown here: 40 of 78 rewritten, 40 of 102 added and all 11 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors. in the FY2025 filing and the FY2024 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
196 rewritten, 104 added, 90 removed, 196 unchanged
We are a leading broadband connectivity company [removed: and cable operator] with services available to [removed: an estimated 57] [added: 58] million homes and [added: small to large] businesses [removed: in] [added: across] 41 states through our Spectrum brand.
[removed: In September, Spectrum launched a new] [added: We remain focused on improving customer results through our] brand platform, Life [removed: Unlimited,] [added: Unlimited] which emphasizes the power of [removed: Spectrum’s] [added: our] advanced [added: fiber-powered] network and cutting-edge connectivity products and [removed: services along with a new] [added: services,] and [added: our] simplified pricing and packaging strategy that better utilizes [removed: its] [added: our] seamless connectivity and entertainment products to offer lower promotional and persistent bundled pricing to drive growth.
[removed: Additionally, Spectrum announced new] [added: Our] customer commitments [removed: focused] [added: focus] on reliable connectivity, transparency, exceptional service and [removed: a focus on] always improving.
Our Internet and mobile product [removed: bundles, including Spectrum One,] [added: bundles] provide a differentiated connectivity experience by bringing together Spectrum Internet, Advanced WiFi and Unlimited Spectrum Mobile to offer consumers fast, reliable and secure online connections on their favorite devices at home and on the go in high-value packages.
We spent $2.2 billion on our subsidized rural construction initiative during the year ended December 31, [removed: 2024] [added: 2025] and activated approximately [removed: 393,000] [added: 483,000] subsidized rural passings.
We currently offer Spectrum Internet products with speeds up to 1 Gbps across our entire [added: footprint and multi-gigabit data speeds in a portion of our] footprint.
[added: We have] completed deals with [removed: every] major [removed: programmer] [added: programmers] to deliver better flexibility and greater value to our customers by including seamless entertainment applications with [added: certain of] our Spectrum TV [removed: services] [added: packages] at no additional cost.
We also continue to evolve [added: other elements of] our video product and are deploying Xumo stream boxes to new video customers.
| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | Growth | | |
| Revenues | | | $ | [removed: 55,085] [added: 54,774] | | | | | $ | [removed: 54,607 | | | | | 0.9 |] [added: 55,085] | [removed: %] |
| Adjusted EBITDA | | | $ | [removed: 22,569] [added: 22,708] | | | | | $ | [removed: 21,894 | | | | | 3.1 |] [added: 22,569] | [removed: %] |
| Income from operations | | | [removed: $ | 13,118 | | | | | $] [added: 12,908] | [removed: 12,559] | | | | | [removed: 4.5] [added: 13,118] | | [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: (expense),] [added: (expenses),] net and other operating (income) expenses, net, such as special [removed: charges] [added: charges, merger] and [added: acquisition costs and] (gain) loss on sale or retirement of assets.
[removed: Growth in total revenue was] [added: Total revenues decreased slightly] primarily due to [added: lower customers, higher seamless entertainment allocation and lower advertising sales, partly offset by] mobile line growth and higher average revenue per [removed: customer, partly offset by lower customers.][added: customer.]
Approximately [removed: 90%] [added: 89%] of our revenues for each of the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] are attributable to monthly subscription fees charged to customers for our Internet, [removed: video,] mobile, [added: video,] voice and commercial services as well as regional sports and news channels.
The remaining [removed: 10%] [added: 11%] of 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.
Management has discussed these policies with the Audit Committee of [removed: Charter’s] [added: the] Board of [removed: Directors,] [added: Directors of Charter,] and the Audit Committee has reviewed the following disclosure.
We capitalized direct labor and overhead of [removed: $2.4] [added: $2.6] billion and [removed: $2.3] [added: $2.4] billion for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.
[removed: We calculate standards] annually (or more frequently if circumstances dictate) for items such as the labor rates, overhead rates, and the actual amount of time required to perform a capitalizable activity.
In evaluating the need for a valuation allowance, management [removed: takes into account] [added: considers] various factors, including the expected level of future taxable income, available tax planning strategies and reversals of existing taxable temporary differences.
[added: In determining our tax provision for financial reporting purposes, we establish a] reserve for uncertain tax positions unless such positions are determined to be “more likely than not” of being sustained upon examination, based on their technical merits.
See Note [removed: 16] [added: 17] to the accompanying consolidated financial statements contained in “Part II.
See Note [removed: 20] [added: 3] to the accompanying consolidated financial statements contained in “Part II.
A discussion of changes in our results of operations during the year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022] [added: 2023] has been omitted from this Annual Report on Form 10-K, but may be found in “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] filed with the SEC on [removed: February 2, 2024,] [added: January 31, 2025,] which is available free of charge on the SEC's website at www.sec.gov and on Charter's investor relations website at ir.charter.com.
| Revenues | | | $ | [removed: 55,085] [added: 54,774] | | | | | $ | [removed: 54,607] [added: 55,085] | | [added: | | | (0.6) | | % |]
| Operating costs and expenses (exclusive of items shown separately below) | | | [removed: 33,167] [added: 32,739] | | | | | | [removed: 33,405] [added: 33,167] | | |
| Depreciation and amortization | | | [removed: 8,673] [added: 8,711] | | | | | | [removed: 8,696] [added: 8,673] | | |
| Other operating [removed: (income) expense,] [added: expenses,] net | | | [removed: 127] [added: 416] | | | | | | [removed: (53)] [added: 127] | | |
| Income from operations | | | [removed: 13,118] [added: $] | [added: 12,908] | | | | | [removed: 12,559] [added: $] | [added: 13,118] | | [added: | | | (1.6) | | % |]
| Other Income [removed: (Expense):] [added: (Expenses):] | | | | | | | | | | | |
| Interest expense, net | | | [removed: (5,229)] [added: (5,042)] | | | | | | [removed: (5,188)] [added: (5,229)] | | |
| Other [removed: expense,] [added: expenses,] net | | | [removed: (387)] [added: (408)] | | | | | | [removed: (517)] [added: (387)] | | |
| Income before income taxes | | | [removed: 7,502] [added: 7,458] | | | | | | [removed: 6,854] [added: 7,502] | | |
| Income tax expense | | | [removed: (1,649)] [added: (1,692)] | | | | | | [removed: (1,593)] [added: (1,649)] | | |
| Consolidated net income | | | [removed: 5,853] [added: 5,766] | | | | | | [removed: 5,261] [added: 5,853] | | |
| Less: Net income attributable to noncontrolling interests | | | [removed: (770)] [added: (779)] | | | | | | [removed: (704)] [added: (770)] | | |
| Net income attributable to Charter shareholders | | | $ | [removed: 5,083] [added: 4,987] | | | | | $ | [removed: 4,557] [added: 5,083] | |
| Basic | | | $ | [removed: 35.53] [added: 36.90] | | | | | $ | [removed: 30.54] [added: 35.53] | |
| Diluted | | | $ | [removed: 34.97] [added: 36.21] | | | | | $ | [removed: 29.99] [added: 34.97] | |
Founded in 1993, we have evolved from providing cable TV to streaming, and from high-speed Internet to a converged broadband, WiFi and mobile experience.
Over the Spectrum Fiber Broadband Network and supported by our 100% U.S.-based employees, we offer Seamless Connectivity and Entertainment with Spectrum Internet, Mobile, TV and Voice products.
During the year ended December 31, 2025, we added 1.9 million mobile lines while Internet and video losses improved as compared to the prior year period.
Sales were challenged by the competitive environment but were offset by lower customer churn.
In July 2025, we began launching the sale of these seamless entertainment applications to customers on an à la carte basis, and we recently launched the Spectrum App Store, a digital storefront that helps customers activate, upgrade, buy and manage their streaming applications in one place.
Our network evolution initiative remains on track to deliver symmetrical and multi-gigabit speeds across our entire footprint with convergence everywhere we operate.
Adjusted EBITDA grew slightly with mobile revenues growing at a faster rate than mobile direct costs.
Income from operations was further negatively impacted by an increase in loss on disposal of assets and merger and acquisition costs.
- Valuation and impairment of franchises and goodwill
We calculate standards
Valuation and impairment of franchises and goodwill
The carrying value of franchise intangibles as of both December 31, 2025 and 2024 was approximately $67.5 billion (representing 44% and 45% of total assets, respectively), and the carrying value of goodwill as of both December 31, 2025 and 2024 was approximately $29.7 billion (representing 19% and 20% of total assets, respectively).
Franchise rights represent the value attributed to agreements or authorizations with local and state authorities that allow access to homes in cable service areas.
For valuation purposes, they are defined as the future economic benefits of the right to solicit and service potential customers (customer marketing rights), and the right to deploy and market new services to potential customers (service marketing rights).
Management estimates the fair value of franchise rights at the date of acquisition and determines if the franchise has a finite life or an indefinite life.
We have concluded that all of our franchises qualify for indefinite life treatment given that there are no legal, regulatory, contractual, competitive, economic or other factors which limit the period over which these rights will contribute to our cash flows.
We reassess this determination periodically or whenever events or substantive changes in circumstances occur.
All franchises are tested for impairment annually or more frequently as warranted by events or changes in circumstances.
Franchises are aggregated into essentially inseparable units of accounting to conduct valuations.
The franchise units of accounting are geographical clustering of cable systems into groups representing the highest and best use if sold to market participants.
We performed a quantitative impairment analysis as of October 31, 2025 utilizing a multi-period excess earnings method, a discounted cash flow income approach which isolates discrete cash flows attributable to the franchise intangibles from the business enterprise cash flows.
The income approach incorporated updated projections of the business enterprise cash flows, allocations of cash flows attributable to franchise intangibles, and current market assumptions for growth rates and discount rates.
Based on our quantitative analysis, we concluded that the fair value of the franchises in each unit of accounting exceeds the carrying value of such assets by more than 10%.
Goodwill is also tested for impairment annually or more frequently as warranted by events or changes in circumstances.
We have determined that we have one reporting unit for purposes of the assessment of goodwill impairment.
As with our franchise impairment testing, we elected to perform a quantitative goodwill impairment analysis as of October 31, 2025.
We changed the annual goodwill impairment test date to October 31 from the November 30 date used in the prior year’s qualitative assessment to allow for sufficient time to complete the quantitative analysis in conjunction with the year-end financial reporting process.
The quantitative analysis considers whether the carrying amount of a reporting unit exceeds its fair value of the reporting unit, in which case an impairment charge is recorded to the extent the reporting unit’s carrying value exceeds its fair value.
As a result of that assessment, we concluded that goodwill is not impaired.
| | | | 2025 | | | | | | 2024 | | |
| | | | 41,866 | | | | | | 41,967 | | |
| | | | (5,450) | | | | | | (5,616) | | |
| | | | 2025 | | | | | | 2024 | | | | | | Growth | | |
| Internet | | | $ | 23,765 | | | | | $ | 23,360 | | | | | 1.7 | | % |
| Connectivity | | | 27,527 | | | | | | 26,443 | | | | | | 4.1 | | % |
| Video | | | 13,703 | | | | | | 15,129 | | | | | | (9.4) | | % |
| Voice | | | 1,350 | | | | | | 1,437 | | | | | | (6.0) | | % |
| Residential revenue | | | 42,580 | | | | | | 43,009 | | | | | | (1.0) | | % |
| Small business | | | 4,346 | | | | | | 4,376 | | | | | | (0.7) | | % |
| Mid-market & large business | | | 2,969 | | | | | | 2,878 | | | | | | 3.2 | | % |
Over an advanced communications network, we offer a full range of state-of-the-art residential and business services including Spectrum Internet, TV, Mobile and Voice.
For small and medium-sized companies, Spectrum Business delivers the same suite of broadband products and services coupled with special features and applications to enhance productivity, while for larger businesses and government entities, Spectrum Enterprise provides highly customized, fiber-based solutions.
Spectrum Reach delivers tailored advertising and production for the modern media landscape.
We also distribute award-winning news coverage and sports programming to our customers through Spectrum Networks.
During the year ended December 31, 2024, we lost 508,000 Internet customers while adding 2,117,000 mobile lines.
Our Internet customer growth was challenged by the end of the FCC’s ACP, lower customer move rates and the competitive environment.
While our retention programs for the customers impacted by the end of ACP subsidies have been successful in retaining the vast majority of ACP customers, the end of the ACP subsidy program has been disruptive to our business and resulted in customer losses during the year.
Our mobile line growth continued to benefit from our pricing and packaging strategy, including our Anytime Upgrade offering and Phone Balance Buyout program.
Anytime Upgrade allows certain customers to upgrade their devices whenever they want, eliminating traditional wait times, upgrade fees and condition requirements.
Our Phone Balance Buyout program makes switching mobile providers easier by helping customers pay off balances on ported lines.
Our network evolution initiative is progressing.
We are upgrading our network to deliver symmetrical and multi-gigabit speeds across our footprint and are now offering symmetrical speeds in all of our step 1 high split markets.
In 2024, we began offering certain seamless entertainment applications including, among others, Max, Disney+, ESPN+, Paramount+, ViX Premium and Tennis Channel Plus to customers in certain packages and reached agreements with several other programmers that will add Discovery+, Peacock, AMC+ and BET+ in certain packages in 2025.
We now have
Xumo combines a live TV experience with access to hundreds of content applications, and features unified search and discovery, along with a curated content offering based on a customer’s interests and subscriptions.
In September 2024, we launched our Life Unlimited brand platform which includes a new customer commitment that provides performance and service benchmarks and a new and simplified pricing structure designed to drive more value into our relationships.
Adjusted EBITDA and income from operations growth was driven by growth in revenue and decreases in operating costs and expenses, primarily programming expense, partly offset by an increase in mobile device and other mobile direct costs.
- Defined benefit pension plans
In determining our tax provision for financial reporting purposes, we establish a
Defined benefit pension plans
We sponsor qualified and unqualified defined benefit pension plans that provide pension benefits to a majority of employees who were employed by TWC before the merger with TWC.
As of December 31, 2024, the accumulated benefit obligation and fair value of plan assets was $2.2 billion and $2.3 billion, respectively, and the net funded asset was recorded as a $125 million noncurrent asset, $3 million current liability and $15 million long-term liability.
As of December 31, 2023, the accumulated benefit obligation and fair value of plan assets was $2.4 billion and $2.6 billion, respectively, and the net funded asset was recorded as a $149 million noncurrent asset, $3 million current liability and $19 million long-term liability.
In June 2023, we purchased a buy-in group annuity contract from a highly rated insurer and in October 2023, we announced plans to fully terminate the qualified pension plan.
The benefit obligation for the qualified pension plan is determined on a plan termination basis for which it is assumed that a portion of eligible active and deferred vested participants will elect lump sum payments.
Pension benefits are based on formulas that reflect the employees’ years of service and compensation during their employment period.
Actuarial gains or losses are changes in the amount of either the benefit obligation or the fair value of plan assets resulting from experience different from that assumed or from changes in assumptions.
We have elected to follow a mark-to-market pension accounting policy for recording the actuarial gains or losses annually during the fourth quarter, or earlier if a remeasurement event occurs during an interim period.
We use a December 31 measurement date for our pension plans.
We recognized net periodic pension cost of $23 million and $216 million in 2024 and 2023, respectively.
Net periodic pension benefit or cost is determined using certain assumptions, including the expected long-term rate of return on plan assets, discount rate and mortality assumptions.
We determined the discount rate used to compute pension cost based on the yield of a large population of high-quality corporate bonds with cash flows sufficient in timing and amount to settle projected future defined benefit payments.
In developing the expected long-term rate of return on assets, we considered the current pension portfolio’s composition, past average rate of earnings, and our asset allocation targets.
We used a discount rate of 5.08% to determine the December 31, 2024 pension plan benefit obligation.
A decrease in the discount rate of 25 basis points would result in a $68 million increase in our pension plan benefit obligation as of December 31, 2024 and net periodic pension cost recognized in 2024 under our mark-to-market accounting policy.
The expected long-term rate of return on plan assets used to determine net periodic pension benefit for the year ended December 31, 2025 is expected to be 5.00%.
A decrease in the expected long-term rate of return of 25 basis points to 4.75%, while holding all other assumptions constant, would result in an increase in our 2025 net periodic pension cost of approximately $6 million.
Financial Statements and Supplementary Data” for additional discussion on these assumptions.
| | | | 2024 | | | | | | 2023 | | |
| | | | 41,967 | | | | | | 42,048 | | |
An excerpt. Shown here: 40 of 196 rewritten, 40 of 104 added and 40 of 90 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. in the FY2025 filing and the FY2024 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
9 rewritten, 2 added, 2 removed, 7 unchanged
The fair value of our cross-currency derivatives included in other long-term liabilities on our consolidated balance sheets was [removed: $504] [added: $406] million and [removed: $440] [added: $504] million as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.
For more information, see Note [removed: 12] [added: 13] to the accompanying consolidated financial statements contained in “Part II.
As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the weighted average interest rate on the credit facility debt was approximately [removed: 6.3%] [added: 5.6%] and [removed: 7.0%,] [added: 6.3%,] respectively, and the weighted average interest rate on the senior notes was approximately [removed: 5.0%] [added: 5.1%] and 5.0%, respectively, resulting in a blended weighted average interest rate of [removed: 5.2%] [added: 5.1%] and [removed: 5.3%,] [added: 5.2%,] respectively.
The interest rate on approximately [removed: 89%] [added: 87%] and [removed: 86%] [added: 89%] of the total principal amount of our debt was fixed as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024] [added: 2025] (dollars in millions):
| | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | [removed: 2029] [added: 2030] | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value | | |
| Fixed Rate | | | | | | $ | [removed: 1,800] [added: 750] | | | | | $ | [removed: 1,850] [added: 3,250] | | | | | $ | [removed: 3,250] [added: 4,750] | | | | | $ | [removed: 4,750] [added: 7,000] | | | | | $ | [removed: 7,000] [added: 5,800] | | | | | $ | [removed: 64,795] [added: 61,118] | | | | | $ | [removed: 83,445] [added: 82,668] | | | | | $ | [removed: 72,777] [added: 73,664] | |
| Average Interest Rate | | | | | | [removed: 4.91] [added: 5.50] | | % | | | | [removed: 5.89] [added: 5.13] | | % | | | | [removed: 5.13] [added: 4.53] | | % | | | | [removed: 4.53] [added: 5.13] | | % | | | | [removed: 5.13] [added: 4.63] | | % | | | | [removed: 5.05] [added: 5.13] | | % | | | | [removed: 5.05] [added: 5.07] | | % | | | | | | |
Interest rates on variable-rate debt are estimated using the average implied forward [removed: SOFR] [added: Secured Overnight Financing Rate (“SOFR”)] for the year of maturity based on the yield curve in effect at December 31, [removed: 2024] [added: 2025] including applicable bank spread.
| Variable Rate | | | | | | $ | 305 | | | | | $ | 305 | | | | | $ | 642 | | | | | $ | 279 | | | | | $ | 8,068 | | | | | $ | 2,350 | | | | | $ | 11,949 | | | | | $ | 11,803 | |
| Average Interest Rate | | | | | | 4.72 | | % | | | | 4.61 | | % | | | | 4.85 | | % | | | | 4.98 | | % | | | | 5.24 | | % | | | | 6.15 | | % | | | | 5.36 | | % | | | | | | |
| Variable Rate | | | | | | $ | 305 | | | | | $ | 305 | | | | | $ | 304 | | | | | $ | 642 | | | | | $ | 279 | | | | | $ | 8,499 | | | | | $ | 10,334 | | | | | $ | 10,079 | |
| Average Interest Rate | | | | | | 5.47 | | % | | | | 5.36 | | % | | | | 5.37 | | % | | | | 5.41 | | % | | | | 5.39 | | % | | | | 5.79 | | % | | | | 5.72 | | % | | | | | | |
Item 1. Business.
159 rewritten, 87 added, 66 removed, 315 unchanged
We are a leading broadband connectivity company [removed: and cable operator] with services available to [removed: an estimated 57] [added: 58] million homes and [added: small to large] businesses [removed: in] [added: across] 41 states through our Spectrum® brand.
Our strategy is focused on utilizing our [removed: high bandwidth connectivity] [added: fiber-powered] network to deliver high-quality, competitively priced products, with outstanding service, allowing us to increase both the number of customers we serve over our network and the number of products we sell to each customer.
This combination also reduces the number of service transactions we perform per relationship, yielding higher customer satisfaction and lower customer churn, which results in lower costs to acquire and serve customers and [added: drives] greater profitability.
We continue to [removed: evolve] [added: upgrade] our connectivity [removed: network to] [added: network, and we will] offer symmetrical and multi-gigabit Internet speeds across our entire footprint [removed: and have launched symmetrical Internet service] in [removed: eight markets and 2x1 Gbps service in two markets.][added: the next several years.]
Advanced WiFi, a managed WiFi service that provides customers an optimized home network while providing greater control of connected devices with enhanced security and privacy, is available to all [added: of our] Internet customers.
Spectrum Mobile® is available to all new and existing [added: Spectrum] Internet customers and offers plans that include 5G access, do not require contracts and include taxes and fees in the price.
We continue to innovate our video product and [removed: recently] [added: have] transformed all of our affiliation agreements with major programmers.
These new agreements give us greater overall packaging flexibility and the ability to include the ad-supported versions of key programmer streaming [removed: applications] [added: applications, at no extra cost,] within our video [removed: packages] [added: packages,] along with the ability to upgrade to ad-free versions and to sell those applications to customers a la carte for a seamless entertainment experience.
Our fully deployed [removed: high-bandwidth] [added: fiber-powered] network offers ubiquitous and seamless connectivity products.
It removes barriers and creates opportunities for customers, in every aspect of their [removed: lives, which led us to our new brand platform, Life Unlimited™.][added: lives.]
[removed: As part of the new] [added: Our] brand platform, [removed: which we launched in] [added: Life Unlimited™, emphasizes] the [removed: fall] [added: power] of [removed: 2024, we also launched a new,] [added: our advanced network and cutting-edge connectivity products and services, and our] simplified pricing strategy [removed: that] better utilizes our seamless connectivity and entertainment products to offer lower promotional and persistent bundled pricing to drive [removed: customer and financial] growth.
Additionally, [removed: we announced new] [added: our] customer [removed: commitments, focused] [added: commitments focus] on reliable connectivity, transparency, exceptional service and [removed: a focus on] always improving.
Transparency at every step means we [removed: are committed to] [added: provide] clear and simple pricing and timely service updates, and we [removed: will] take responsibility when things go wrong.
Through exceptional service, we [removed: are committed to providing] [added: provide] exceptional customer experiences.
Our network and product evolution plan continues to progress, with a clear path to delivering symmetrical and multi-gig speeds to [removed: our] customers across our footprint, meeting the needs of today and anticipating the growing demand for faster speeds for years to come.
Through this process, which we expect to [added: be largely] complete [removed: in] [added: by the end of] 2027, we will transform our network to [removed: enable multi-gigabit data speeds to customers.][added: offer much faster Internet speeds.]
[removed: Those faster speeds will be offered in conjunction with our Spectrum Mobile product and] Advanced WiFi, providing customers seamless and convenient, ultra-fast converged connectivity in attractively priced packages.
Since inception in the beginning of 2022, we have spent [removed: $5.5] [added: $7.7] billion on our subsidized rural construction initiative and activated approximately [removed: 813,000] [added: 1.3 million] passings.
Rural [added: footprint] builds present strategic [removed: footprint] [added: network] expansion opportunities to [added: deliver service to] unserved and underserved passings.
Our rural investments [removed: will] allow us to offer a suite of broadband connectivity services, including fixed Internet, WiFi and mobile to unserved areas in states where we currently operate.
To accomplish all of this, we have invested in new [removed: teams, new training] [added: construction teams] and new equipment.
Indebtedness amounts shown below are principal amounts as of December 31, [removed: 2024.][added: 2025.]
See Note [removed: 8] [added: 9] to the accompanying consolidated financial statements contained in “Part II.
][added: 2025.jpg](https://www.sec.gov/Archives/edgar/data/1091667/000109166726000017/chtr-20251231_g2.jpg)]
The map below highlights our footprint along with our planned rural expansion over the span of the initiative based on grants awarded as of December 31, [removed: 2024.][added: 2025.]
[removed: ][added: ]
We offer our customers subscription-based Internet, [removed: video, mobile] [added: mobile, video] and voice 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 services, including some combination of our Internet, [removed: video, mobile] [added: mobile, video] and/or voice products are available to substantially all of our passings.
The following table summarizes our customer statistics for [added: connectivity,] Internet, [removed: video, mobile] [added: mobile, video] and voice as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] (in thousands except per customer data and footnotes).
| Total Customer Relationships | | | [removed: 31,473] [added: 31,846] | | | | | | [removed: 32,126] [added: 32,214] | | |
| Monthly Residential Revenue per Residential Customer (c) | | | $ | [removed: 121.04] [added: 119.05] | | | | | $ | [removed: 119.89] [added: 118.71] | |
| Residential | | | [removed: 28,034] [added: 27,641] | | | | | | [removed: 28,544] [added: 28,034] | | |
| Total Internet Customers | | | [removed: 30,080] [added: 29,680] | | | | | | [removed: 30,588] [added: 30,083] | | |
| Residential | | | [removed: 12,327] [added: 12,072] | | | | | | [removed: 13,503] [added: 12,327] | | |
| Total Video Customers | | | [removed: 12,892] [added: 12,605] | | | | | | [removed: 14,122] [added: 12,892] | | |
| Total Mobile Lines | | | [removed: 9,883] [added: 11,766] | | | | | | [removed: 7,766] [added: 9,858] | | |
| Residential | | | [removed: 5,636] [added: 4,832] | | | | | | [removed: 6,712] [added: 5,636] | | |
| Total Voice Customers | | | [removed: 6,884] [added: 6,046] | | | | | | [removed: 8,005] [added: 6,884] | | |
On that basis, as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] customers include approximately [removed: 102,500] [added: 82,300] and [removed: 135,800] [added: 102,500] customers, respectively, whose accounts were over 60 days past due, approximately [removed: 12,100] [added: 9,700] and [removed: 54,700] [added: 12,100] customers, respectively, whose accounts were over 90 days past due, and approximately 13,600 and [removed: 286,000] [added: 13,600] customers, respectively, whose accounts were over 120 days past due.
(b)Customer relationships include the number of customers that receive one or more levels of service, encompassing Internet, [removed: video, mobile] [added: mobile, video] and voice services, without regard to which service(s) such customers receive.
Founded in 1993, we have evolved from providing cable TV to streaming, and from high-speed Internet to a converged broadband, WiFi and mobile experience.
Over the Spectrum Fiber Broadband Network and supported by our 100% U.S.-based employees, we offer Seamless Connectivity and Entertainment with Spectrum Internet®, Mobile, TV and Voice products.
We offer Spectrum Internet products with speeds up to 1 gigabits per second (“Gbps”) across our entire footprint and multi-gigabit speeds in a portion of our footprint.
We continue to expand the capacity of our fiber-powered network using a number of technologies, including
- spectrum expansion, initially to 1.2 GHz and then to 1.8 GHz;
- changing the bandwidth allocation to a "high split" to increase upstream speeds;
- Distributed Access Architecture ("DAA"); and
- DOCSIS 4.0 technology.
Those faster Internet speeds will be offered in conjunction with our Spectrum Mobile product and
To better reflect the converged and integrated nature of our business and operations, in the fourth quarter of 2025, we revised our customer relationship statistics to include all mobile customers, including mobile-only customers, and have added information on total connectivity customers, which represent all customers receiving our Internet and/or mobile connectivity services.
In addition, in the fourth quarter of 2025, certain reporting policies related to mobile lines were revised to better align with other Charter services.
Other minor changes were made to small business Internet customers and mid-market & large business primary service units (“PSUs”) to standardize reporting methodologies.
Prior periods have been revised accordingly.
| | | | 2025 (a) | | | | | | 2024 (a) | | |
| Residential | | | 29,609 | | | | | | 29,964 | | |
| Small Business | | | 2,237 | | | | | | 2,250 | | |
| Monthly Small Business Revenue per Small Business Customer (d) | | | $ | 161.50 | | | | | $ | 161.97 | |
| Connectivity | | | | | | | | | | | |
| Residential | | | 28,563 | | | | | | 28,763 | | |
| Small Business | | | 2,077 | | | | | | 2,082 | | |
| Total Connectivity Customers | | | 30,640 | | | | | | 30,845 | | |
| Small Business | | | 2,039 | | | | | | 2,049 | | |
| Residential | | | 11,370 | | | | | | 9,543 | | |
| Small Business | | | 396 | | | | | | 315 | | |
| Small Business | | | 533 | | | | | | 565 | | |
| Small Business | | | 1,214 | | | | | | 1,248 | | |
| | | | | | | | | | | | |
| Mid-Market & Large Business PSUs (f) | | | 357 | | | | | | 340 | | |
Total customer relationships exclude mid-market & large business customer relationships.
We continue to upgrade our connectivity network, and we will offer symmetrical and multi-gigabit Internet speeds across our entire footprint in the next several years.
In early 2026, we will launch our Invincible WiFi™ product, a tri-band advanced WiFi 7 router that integrates 5G cellular and battery backup to keep customers seamlessly and fully connected during service disruption or a power outage.
Customers also have the option to add Spectrum WiFi extenders to Advanced WiFi and we recently launched WiFi 7 extenders that enable multi-gigabit speeds to reach larger spaces.
In addition, in July 2025, we entered into a multi-year agreement with T-Mobile US, Inc. (“T-Mobile”) to use their network to deliver mobile services to Spectrum Business customers which is set to launch in 2026.
Call Guard reduces customer frustration and
In July 2025, we began launching the sale of these seamless entertainment applications to customers on an à la carte basis and in October 2025, launched the Spectrum App Store, a digital storefront that helps customers activate, upgrade, buy and manage their streaming applications in one place.
Mid-Market & Large Business
The Spectrum Business product portfolio
In accordance with agreements with American Media
In 2025, we entered into an agreement with Comcast to expand distribution of Spectrum News to their video customers in California, Connecticut, northern New Jersey, Orlando and Tampa.
SCS delivers these services to our properties via our fiber-powered network and through either bulk or retail marketing and right-of-entry agreements.
Over an advanced communications network, we offer a full range of state-of-the-art residential and business services including Spectrum Internet®, TV, Mobile and Voice.
For small and medium-sized companies, Spectrum Business® delivers the same suite of broadband products and services coupled with special features and applications to enhance productivity, while for larger businesses and government entities, Spectrum Enterprise® provides highly customized, fiber-based solutions.
Spectrum Reach® delivers tailored advertising and production for the modern media landscape.
We also distribute award-winning news coverage and sports programming to our customers through Spectrum Networks.
We continue to expand the capacity of our hybrid fiber coaxial network using a number of technologies, including spectrum expansion, initially to 1.2 GHz and then to 1.8 GHz, changing the bandwidth allocation to a "high split" to increase upstream speeds, Distributed Access Architecture ("DAA") and DOCSIS 4.0 technology.
| | | | 2024 (a) | | | | | | 2023 (a) | | |
| Residential | | | 29,258 | | | | | | 29,904 | | |
| Small and Medium Business ("SMB") | | | 2,215 | | | | | | 2,222 | | |
| Monthly SMB Revenue per SMB Customer (d) | | | $ | 164.08 | | | | | $ | 163.64 | |
| SMB | | | 2,046 | | | | | | 2,044 | | |
| SMB | | | 565 | | | | | | 619 | | |
| Residential | | | 9,568 | | | | | | 7,519 | | |
| SMB | | | 315 | | | | | | 247 | | |
| SMB | | | 1,248 | | | | | | 1,293 | | |
| Enterprise Primary Service Units ("PSUs") (f) | | | 319 | | | | | | 303 | | |
The decrease in accounts past due is predominately due to revisions to customer account balances associated with the end of the Federal Communications Commission's (“FCC”) Affordable Connectivity Program ("ACP"), including balance write-offs and conversion to payment plans.
Total customer relationships exclude enterprise and mobile-only customer relationships.
In 2024, we began offering WiFi 7 routers capable of delivering speeds over 10 Gbps.
Customers also have the option to add Spectrum WiFi pods to Advanced WiFi.
WiFi pods are small, discreet access points that plug into electrical outlets in the home, providing broader and more consistent WiFi coverage.
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 and on-the-go via the Spectrum Mobile network.
We provide our customers with a choice of video programming services on a variety of platforms including through a digital Spectrum Receiver or an Internet Protocol ("IP") device.
In 2024, we began offering certain seamless entertainment applications including, among others, Max, Disney+, ESPN+, Paramount+, ViX Premium and Tennis Channel Plus to customers in certain packages and reached agreements with several other programmers that will add Discovery+, Peacock, AMC+ and BET+ in certain packages in 2025.
Enterprise
Local Area Network (“LAN”), WiFi) and security (e.g. firewall, Distributed Denial of Service (“DDoS”) protection) challenges.
We also own
In addition, SCS is responsible for our non-bulk MDU salesforce covering sales within existing, serviceable MDU properties.
HFC architecture benefits include:
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.
We continue to focus on improving the customer experience through enhanced product offerings, reliability of services, and delivery of quality customer service.
As part of our operating strategy, we insource most of our customer operations workload.
Our in-house call centers handle all of our customer service calls.
We also provide customers with the opportunity to interact with us in the manner they choose through self-service options on our customer website and mobile device application, or via telephonic communication, online chat and social media.
that are comparable in many respects to our residential video service.
Business Services
As of December 31, 2024, Liberty Broadband’s principal assets consist of approximately 45.3 million shares of Charter Class A common stock and its subsidiary GCI, LLC, which is comprised of one operating entity, GCI Holdings, LLC (“GCI”), Alaska’s largest communications provider.
In addition, new Supreme Court
In 2015, the FCC reclassified broadband Internet access services as “telecommunications service” and, on that basis, imposed a number of “net neutrality” rules governing the provision of broadband service.
In 2017, the FCC eliminated the 2015 rules other than a transparency requirement that obligates us to disclose performance statistics and other service information to consumers.
An excerpt. Shown here: 40 of 159 rewritten, 40 of 87 added and 40 of 66 removed. The counts are complete. For every sentence, read Item 1. Business. in the FY2025 filing and the FY2024 filing.
Item 3. Legal Proceedings.
1 rewritten, 0 added, 0 removed, 3 unchanged
The legal proceedings information set forth in Note [removed: 19] [added: 20] to the accompanying consolidated financial statements contained in “Part II.
Cover and table of contents
38 rewritten, 5 added, 3 removed, 98 unchanged
For the fiscal year ended December 31, [removed: 2024][added: 2025]
[removed: ][added: ]
The aggregate market value of the outstanding Class A common stock of the registrant held by non-affiliates at June 30, [removed: 2024] [added: 2025] was approximately [removed: $28.3] [added: $37.1] billion, computed based on the closing sale price as quoted on the NASDAQ Global Select Market on that date.
There were [removed: 141,946,426] [added: 126,631,549] shares of Class A common stock outstanding as of December 31, [removed: 2024.][added: 2025.]
Information required by Part III is incorporated by reference from 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 registrant's fiscal year ended December 31, [removed: 2024.][added: 2025.]
FORM 10-K — FOR THE YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]
| [Item [removed: 1](#i7b96dba30f704c5ca39a7b408659a862_16)] [added: 1](#i6afbe8932ed44136bc16bf85e655f7d0_16)] | | | | | | [removed: [Business](#i7b96dba30f704c5ca39a7b408659a862_16)] [added: [Business](#i6afbe8932ed44136bc16bf85e655f7d0_16)] | | | | | | [removed: [1](#i7b96dba30f704c5ca39a7b408659a862_16)] [added: [1](#i6afbe8932ed44136bc16bf85e655f7d0_16)] | | |
| [Item [removed: 1A](#i7b96dba30f704c5ca39a7b408659a862_19)] [added: 1A](#i6afbe8932ed44136bc16bf85e655f7d0_19)] | | | | | | [Risk [removed: Factors](#i7b96dba30f704c5ca39a7b408659a862_19)] [added: Factors](#i6afbe8932ed44136bc16bf85e655f7d0_19)] | | | | | | [removed: [20](#i7b96dba30f704c5ca39a7b408659a862_19)] [added: [21](#i6afbe8932ed44136bc16bf85e655f7d0_19)] | | |
| [Item [removed: 1B](#i7b96dba30f704c5ca39a7b408659a862_22)] [added: 1B](#i6afbe8932ed44136bc16bf85e655f7d0_22)] | | | | | | [Unresolved Staff [removed: Comments](#i7b96dba30f704c5ca39a7b408659a862_22)] [added: Comments](#i6afbe8932ed44136bc16bf85e655f7d0_22)] | | | | | | [removed: [30](#i7b96dba30f704c5ca39a7b408659a862_22)] [added: [35](#i6afbe8932ed44136bc16bf85e655f7d0_22)] | | |
| [Item [removed: 1C](#i7b96dba30f704c5ca39a7b408659a862_25)] [added: 1C](#i6afbe8932ed44136bc16bf85e655f7d0_25)] | | | | | | [removed: [Cybersecurity](#i7b96dba30f704c5ca39a7b408659a862_25)] [added: [Cybersecurity](#i6afbe8932ed44136bc16bf85e655f7d0_25)] | | | | | | [removed: [30](#i7b96dba30f704c5ca39a7b408659a862_25)] [added: [35](#i6afbe8932ed44136bc16bf85e655f7d0_25)] | | |
| [Item [removed: 2](#i7b96dba30f704c5ca39a7b408659a862_28)] [added: 2](#i6afbe8932ed44136bc16bf85e655f7d0_28)] | | | | | | [removed: [Properties](#i7b96dba30f704c5ca39a7b408659a862_28)] [added: [Properties](#i6afbe8932ed44136bc16bf85e655f7d0_28)] | | | | | | [removed: [32](#i7b96dba30f704c5ca39a7b408659a862_28)] [added: [37](#i6afbe8932ed44136bc16bf85e655f7d0_28)] | | |
| [Item [removed: 3](#i7b96dba30f704c5ca39a7b408659a862_31)] [added: 3](#i6afbe8932ed44136bc16bf85e655f7d0_31)] | | | | | | [Legal [removed: Proceedings](#i7b96dba30f704c5ca39a7b408659a862_31)] [added: Proceedings](#i6afbe8932ed44136bc16bf85e655f7d0_31)] | | | | | | [removed: [32](#i7b96dba30f704c5ca39a7b408659a862_31)] [added: [37](#i6afbe8932ed44136bc16bf85e655f7d0_31)] | | |
| [Item [removed: 4](#i7b96dba30f704c5ca39a7b408659a862_34)] [added: 4](#i6afbe8932ed44136bc16bf85e655f7d0_34)] | | | | | | [Mine Safety [removed: Disclosures](#i7b96dba30f704c5ca39a7b408659a862_34)] [added: Disclosures](#i6afbe8932ed44136bc16bf85e655f7d0_34)] | | | | | | [removed: [32](#i7b96dba30f704c5ca39a7b408659a862_34)] [added: [37](#i6afbe8932ed44136bc16bf85e655f7d0_34)] | | |
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| [Item [removed: 7A](#i7b96dba30f704c5ca39a7b408659a862_55)] [added: 7A](#i6afbe8932ed44136bc16bf85e655f7d0_55)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i7b96dba30f704c5ca39a7b408659a862_55)] [added: Risk](#i6afbe8932ed44136bc16bf85e655f7d0_55)] | | | | | | [removed: [48](#i7b96dba30f704c5ca39a7b408659a862_55)] [added: [53](#i6afbe8932ed44136bc16bf85e655f7d0_55)] | | |
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| [Item [removed: 9B](#i7b96dba30f704c5ca39a7b408659a862_67)] [added: 9B](#i6afbe8932ed44136bc16bf85e655f7d0_67)] | | | | | | [Other [removed: Information](#i7b96dba30f704c5ca39a7b408659a862_67)] [added: Information](#i6afbe8932ed44136bc16bf85e655f7d0_67)] | | | | | | [removed: [52](#i7b96dba30f704c5ca39a7b408659a862_67)] [added: [57](#i6afbe8932ed44136bc16bf85e655f7d0_67)] | | |
| [Item [removed: 9C](#i7b96dba30f704c5ca39a7b408659a862_70)] [added: 9C](#i6afbe8932ed44136bc16bf85e655f7d0_70)] | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i7b96dba30f704c5ca39a7b408659a862_70)] [added: Inspections](#i6afbe8932ed44136bc16bf85e655f7d0_70)] | | | | | | [removed: [52](#i7b96dba30f704c5ca39a7b408659a862_70)] [added: [57](#i6afbe8932ed44136bc16bf85e655f7d0_70)] | | |
| [PART [removed: III](#i7b96dba30f704c5ca39a7b408659a862_73)] [added: III](#i6afbe8932ed44136bc16bf85e655f7d0_73)] | | | | | | | | | | | | | | |
| [Item [removed: 10](#i7b96dba30f704c5ca39a7b408659a862_76)] [added: 10](#i6afbe8932ed44136bc16bf85e655f7d0_76)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i7b96dba30f704c5ca39a7b408659a862_76)] [added: Governance](#i6afbe8932ed44136bc16bf85e655f7d0_76)] | | | | | | [removed: [53](#i7b96dba30f704c5ca39a7b408659a862_76)] [added: [58](#i6afbe8932ed44136bc16bf85e655f7d0_76)] | | |
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| [Item [removed: 12](#i7b96dba30f704c5ca39a7b408659a862_82)] [added: 12](#i6afbe8932ed44136bc16bf85e655f7d0_82)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i7b96dba30f704c5ca39a7b408659a862_82)] [added: Matters](#i6afbe8932ed44136bc16bf85e655f7d0_82)] | | | | | | [removed: [53](#i7b96dba30f704c5ca39a7b408659a862_82)] [added: [58](#i6afbe8932ed44136bc16bf85e655f7d0_82)] | | |
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| [removed: [Signatures](#i7b96dba30f704c5ca39a7b408659a862_100)] [added: [Signatures](#i6afbe8932ed44136bc16bf85e655f7d0_100)] | | | | | | | | | | | | [removed: S-[1](#i7b96dba30f704c5ca39a7b408659a862_100)] [added: S-[1](#i6afbe8932ed44136bc16bf85e655f7d0_100)] | | |
| [Exhibit [removed: Index](#i7b96dba30f704c5ca39a7b408659a862_103)] [added: Index](#i6afbe8932ed44136bc16bf85e655f7d0_103)] | | | | | | | | | | | | [removed: E-[1](#i7b96dba30f704c5ca39a7b408659a862_103)] [added: E-[1](#i6afbe8932ed44136bc16bf85e655f7d0_103)] | | |
This annual report on Form 10-K is for the year ended December 31, [removed: 2024.][added: 2025.]
Many of the forward-looking statements contained in this annual report may be identified by the use of forward-looking words such as “believe,” [added: “future,”] “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,” “on track,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “initiatives,” “seek,” “would,” “could,” “continue,” “ongoing,” “upside,” “increases,” “grow,” “focused on” and “potential,” among others.
- our ability to sustain and grow revenues and cash flow from operations by offering Internet, [removed: video,] mobile, [added: video,] voice, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in our service areas and to maintain and grow our customer base, particularly in the face of increasingly aggressive competition, the need for innovation and the related capital expenditures;
- our ability to satisfy the conditions to consummate the Liberty Broadband [removed: combination] [added: Combination] and/or [added: the Cox Transactions and/or] to consummate the Liberty Broadband [removed: combination] [added: Combination and/or the Cox Transactions] in a timely manner or at all;
- the risks related to us being restricted in the operation of our business while the Liberty Broadband [removed: merger agreement is] [added: Merger Agreement and the Cox Communications Transaction Agreement are] in effect; [removed: and]
- other risks related to the Liberty Broadband [removed: combination] [added: Combination] as described [removed: herein and] in the definitive joint proxy statement/prospectus with respect to the [removed: combination,] [added: Liberty Broadband Combination,] filed by Charter on January 22, 2025, including the sections entitled “Risk Factors” and “Where You Can Find More Information” included [removed: therein.][added: therein; and]

| [PART I](#i6afbe8932ed44136bc16bf85e655f7d0_13) | | | | | | | | | | | | | | |
| [PART II](#i6afbe8932ed44136bc16bf85e655f7d0_37) | | | | | | | | | | | | | | |
| [PART IV](#i6afbe8932ed44136bc16bf85e655f7d0_91) | | | | | | | | | | | | | | |
- other risks related to the Cox Transactions as described in the definitive proxy statement with respect to the Cox Transactions, filed by Charter on July 2, 2025, including the sections entitled “Risk Factors” and “Where You Can Find More Information” included therein.
| [PART I](#i7b96dba30f704c5ca39a7b408659a862_13) | | | | | | | | | | | | | | |
| [PART II](#i7b96dba30f704c5ca39a7b408659a862_37) | | | | | | | | | | | | | | |
| [PART IV](#i7b96dba30f704c5ca39a7b408659a862_91) | | | | | | | | | | | | | | |
Item 1C. Cybersecurity.
14 rewritten, 8 added, 3 removed, 31 unchanged
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 [added: capabilities, including practices and tools to monitor and mitigate insider threats.]
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, [removed: phishing/SMSing] [added: phishing/SMSing, sabatoge] and social engineering, among others.
Our risk mitigation techniques include [removed: technology risk management,] [added: least privileged access,] network segmentation, deployment of enhanced detection tools across our network, systems, databases, and applications and monitoring compliance with security [removed: standards.][added: standards all based on a risk-based approach.]
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 [removed: 2018,] [added: 2018 and 2024,] in cooperation with other federal agencies and owners and operators of U.S. critical infrastructure.
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 [removed: programs.][added: programs and results.]
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 [removed: software vulnerabilities] [added: incidents] to facilitate timely [removed: assessment and] [added: assessment,] disclosure [removed: of third-party cyber risks.][added: and action.]
Our third-party security reviews are limited by their [removed: disclosures;] [added: disclosures and specific negotiated contract terms;] 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.
Our internal processes require escalation of material cybersecurity risks to our executive leadership and [removed: Charter's] [added: the] Board of [removed: Directors,] [added: Directors of Charter,] as well as management and committees who are tasked with the prevention, detection, mitigation and remediation of cybersecurity incidents.
[removed: 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.
[removed: Charter's] [added: The] Board of Directors [added: of Charter] 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.
[added: 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.
The Security ESC is led by senior executives in our [removed: information] technology [removed: ("IT") and technology operations groups] [added: organization] 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.
Our Executive Vice President, [added: Network] Technology [removed: Operations] [added: Services] is responsible for operating our customer product technology infrastructure across our 41-state footprint.
Our Executive Vice President, [removed: Software Development & IT] [added: Chief Technology and Information Officer] leads [added: network technology,] software development, security, technical integration, and [removed: IT.][added: information technology (“IT”).]
Regular reviews of these risks and vulnerabilities drive our investment in new controls and technologies.
As part of our cybersecurity risk management program, we participate in a variety of industry, governmental, and public-private information sharing channels.
While these relationships enhance our situational awareness and provide avenues for cybersecurity information sharing, we may not receive complete or real-time information about all cybersecurity threats or vulnerabilities, including in instances where governmental entities or other external partners are unable to share data due to legal, operational, or security considerations.
As a result, there may be circumstances in which our visibility into certain threat vectors is inherently limited.
Our governance framework accounts for these constraints by incorporating layered monitoring, independent threat intelligence sources, and escalation protocols designed to mitigate potential lack of visibility and support timely decision-making associated with cybersecurity threats and vulnerabilities.
These processes provide guidance for consistent and effective incident handling and response and set standards for
A full cybersecurity review is conducted twice yearly with the Audit Committee and annually with the Board of Directors of Charter.
Both these leaders collectively oversee our cybersecurity program.
capabilities, including practices and tools to monitor and mitigate insider threats.
Charter's
Our Executive Vice President, Technology Operations and our Executive Vice President, Software Development & IT collectively oversee our cybersecurity program.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
11 rewritten, 6 added, 7 removed, 17 unchanged
Charter’s Class A common stock is listed on the NASDAQ Global Select Market under the symbol “CHTR.” As of December 31, [removed: 2024,] [added: 2025,] there were approximately [removed: 8,700] [added: 8,000] holders of record of Charter’s Class A common stock and one holder of Charter's Class B common stock.
During [removed: 2024,] [added: 2025,] there were no unregistered sales of securities of the registrant.
The following information is provided as of December 31, [removed: 2024] [added: 2025] with respect to Charter's equity compensation plans.
(1) This total does not include [removed: 13,353] [added: 11,539] shares issued pursuant to restricted stock grants made under Charter's 2019 Stock Incentive Plan, which are subject to vesting based on continued service.
For information regarding securities issued under Charter's equity compensation plans, see Note [removed: 15] [added: 16] to our accompanying consolidated financial statements contained in “Part II.
The performance graph required by Item 5 will be included in Charter’s [removed: 2025] [added: 2026] Proxy Statement (the “Proxy Statement”) under the heading “Compensation Discussion and Analysis” or in 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: 2024] [added: 2025] (dollars in millions, except per share data).
(1)Includes [removed: 2,894, 79,276] [added: 4,190, 12,168] and [removed: 19,634] [added: 11,698] 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: 2024,] [added: 2025,] respectively.
(2)During the three months ended December 31, [removed: 2024,] [added: 2025,] Charter purchased approximately [removed: 0.3] [added: 2.9] million shares of its Class A common stock for approximately [removed: $109 million from Liberty Broadband at an average price per share of $384.85.][added: $760 million.]
As of December 31, [removed: 2024,] [added: 2025,] Charter had remaining board authority to purchase an additional [removed: $961] [added: $212] million of Charter’s Class A common stock and/or Charter Holdings common units, excluding [removed: purchases from Liberty Broadband.]
In addition to open market purchases including pursuant to Rule 10b5-1 plans adopted from time to time, Charter may also buy shares of Charter Class A common stock, from time to time, pursuant to private transactions outside of its Rule 10b5-1 plan and any such repurchases may also trigger the repurchases from A/N pursuant to and to the extent provided in the [added: Existing] A/N Letter Agreement or Liberty [added: Broadband] pursuant to the [removed: Existing LBB] [added: Stockholders and] Letter [removed: Agreement, as amended.][added: Agreement Amendment.]
| Equity compensation plans approved by security holders | | | | | | 17,375,664 | | | (1) | | | | | | $ | 387.06 | | | | | 9,585,080 | | | (1) | | |
| TOTAL | | | | | | 17,375,664 | | | (1) | | | | | | | | | | | | 9,585,080 | | | (1) | | |
| October 1 - 31, 2025 | | | 2,084,790 | | | $ | 269.28 | | 2,080,600 | | | $211 | | |
| November 1 - 30, 2025 | | | 381,964 | | | $ | 268.68 | | 369,796 | | | $211 | | |
| December 1 - 31, 2025 | | | 493,069 | | | $ | 207.65 | | 481,371 | | | $212 | | |
purchases from Liberty Broadband.
| Equity compensation plans approved by security holders | | | | | | 16,324,594 | | | (1) | | | | | | $ | 395.53 | | | | | 10,201,512 | | | (1) | | |
| TOTAL | | | | | | 16,324,594 | | | (1) | | | | | | | | | | | | 10,201,512 | | | (1) | | |
| October 1 - 31, 2024 | | | 13,294 | | | $ | 331.00 | | 10,400 | | | $742 | | |
| November 1 - 30, 2024 | | | 95,354 | | | $ | 386.87 | | 16,078 | | | $870 | | |
| December 1 - 31, 2024 | | | 275,703 | | | $ | 391.09 | | 256,069 | | | $961 | | |
Charter Holdings purchased approximately 9 thousand Charter Holdings common units from A/N at an average price per unit of
$346.05, or $4 million during the three months ended December 31, 2024.
Item 9A. Controls and Procedures.
6 rewritten, 1 added, 3 removed, 30 unchanged
[removed: Except as described above in the preceding paragraph, during] [added: During] the quarter ended December 31, [removed: 2024,] [added: 2025,] 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: 2024.][added: 2025.]
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: 2024,] [added: 2025,] our internal control over financial reporting was effective.
We have audited Charter Communications, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] 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, [removed: 2024,] [added: 2025,] 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, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] 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, [removed: 2024,] [added: 2025,] and the related notes (collectively, the consolidated financial statements), and our report dated January [removed: 30, 2025] [added: 29, 2026] expressed an unqualified opinion on those consolidated financial statements.
January 29, 2026
In October 2024, we completed the implementation of a Human Capital Management platform which improved the efficiency of certain personnel and related transactional processes.
As a result of the implementation of the Human Capital Management platform, we designed, implemented and are operating new information technology general controls, and revised and updated certain process-level controls.
January 30, 2025
Item 9B. Other Information.
0 rewritten, 3 added, 11 removed, 0 unchanged
On November 25, 2025, Christopher L.
Winfrey, President and Chief Executive Officer, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to (1) sell, on June 18, 2026, a number of shares of Charter Class A common stock under his beneficial ownership equal to 90% of the number of shares that would be received by Mr. Winfrey upon a net settlement exercise (covering exercise price and tax withholding) of stock options to purchase 497,309 shares of Charter Class A common stock with an exercise price of $221.25 on the June 17, 2026 expiration date of such stock options (such number of shares that would be received by Mr. Winfrey upon the net settlement exercise, the “Net Settled Share Amount”) and (2) gift to a donor advised fund, on June 18, 2026, a number of shares of Charter Class A common stock under his beneficial ownership equal to 10% of the Net Settled Share Amount.
At the time of entering the 10b5-1 plan the stock price was lower than the exercise price of the expiring options.
On November 21, 2024, Richard DiGeronimo, President, Product and Technology, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 57,531 shares of Charter Class A common stock between February 19, 2025 and January 30, 2026, subject to certain conditions.
On January 29, 2025, Charter entered into an employment agreement (the “Fischer Employment Agreement”) with Jessica Fischer, our Chief Financial Officer.
The Fischer Employment Agreement, which is effective as of February 5, 2025, has a term ending February 5, 2027 (or upon an earlier termination of employment) and provides that Ms. Fischer will continue to serve as Chief Financial Officer.
The Fischer Employment Agreement provides that Ms. Fischer will receive an annual base salary of at least $925,000 and a target annual cash bonus opportunity of 175% of her annual base salary.
Ms. Fischer will also continue to participate in Charter’s employee benefit plans and receive perquisites as generally provided to other senior executives of Charter.
In addition, consistent with Ms. Fischer’s prior employment agreement, Charter will continue to reimburse Ms. Fischer for all reasonable and necessary expenses incurred in connection with the performance of her duties.
If the employment of Ms. Fischer is terminated involuntarily by us without cause or by her for good reason, she would be entitled to (a) a cash severance payment equal to two times the sum of her annual base salary and target annual bonus opportunity for the year in which the termination occurs, (b) a cash payment equal to the cost of COBRA coverage for 24 months, and (c) outplacement services for up to 12 months.
The termination benefits described above are subject to Ms. Fischer’s execution of a release of claims in favor of Charter and its affiliates.
In addition, Ms. Fischer has agreed to comply with covenants concerning non-disclosure of confidential information, assignment of intellectual property and non-disparagement of Charter and, for two years following termination, covenants concerning non-competition and non-solicitation of customers of Charter and its affiliates and, for one year following termination, covenants concerning non-solicitation of employees of Charter and its affiliates.
A copy of the Fischer Employment Agreement is filed herewith as Exhibit 10.72(b).
The foregoing description of the Fischer Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of that document.
Item 11. Executive Compensation.
1 rewritten, 0 added, 0 removed, 1 unchanged
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: 2024] [added: 2025] 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.
Item 16. Form 10-K Summary.
654 rewritten, 266 added, 129 removed, 1,001 unchanged
| Date: January [removed: 31, 2025] [added: 30, 2026] | | | | | | | | | | | | | | |
| /s/ Christopher L. Winfrey | | | President and Chief Executive Officer, Director | | | January [removed: 31, 2025] [added: 30, 2026] | | |
| /s/ Jessica M. Fischer | | | Chief Financial Officer (Principal Financial Officer) | | | January [removed: 31, 2025] [added: 30, 2026] | | |
| /s/ Kevin D. Howard | | | Executive Vice President, Chief Accounting Officer | | | January [removed: 31, 2025] [added: 30, 2026] | | |
| /s/ Eric L. Zinterhofer | | | Non-Executive Chairman of the Board (Director) | | | January [removed: 31, 2025] [added: 30, 2026] | | |
| /s/ W. Lance Conn | | | Director | | | January [removed: 31, 2025] [added: 30, 2026] | | |
| /s/ Kim C. Goodman | | | Director | | | January [removed: 31, 2025] [added: 30, 2026] | | |
| /s/ John D. Markley, Jr. | | | Director | | | January [removed: 31, 2025] [added: 30, 2026] | | |
| /s/ [added: J.] David [removed: C. Merritt] [added: Wargo] | | | Director | | | January [removed: 31, 2025] [added: 30, 2026] | | |
| /s/ Steve Miron | | | Director | | | January [removed: 31, 2025] [added: 30, 2026] | | |
| /s/ Balan Nair | | | Director | | | January [removed: 31, 2025] [added: 30, 2026] | | |
| /s/ Michael Newhouse | | | Director | | | January [removed: 31, 2025] [added: 30, 2026] | | |
| /s/ Mauricio Ramos | | | Director | | | January [removed: 31, 2025] [added: 30, 2026] | | |
| /s/ Carolyn J. Slaski | | | Director | | | January [removed: 31, 2025] [added: 30, 2026] | | |
| 4.6 | | | | | | [Form of [removed: 4.908%] [added: 6.384%] Senior Secured Notes due [removed: 2025] [added: 2035] (incorporated by reference to Exhibit [removed: 4.5] [added: 4.6] to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 27, 2015 (File No. 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000109166715000177/exh42chtr723158k.htm) | | |
| 4.7 | | | | | | [Form of [removed: 6.384%] [added: 6.484%] Senior Secured Notes due [removed: 2035] [added: 2045] (incorporated by reference to Exhibit [removed: 4.6] [added: 4.7] to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 27, 2015 (File No. 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000109166715000177/exh42chtr723158k.htm) | | |
| 4.8 | | | | | | [Form of [removed: 6.484%] [added: 6.834%] Senior Secured Notes due [removed: 2045] [added: 2055] (incorporated by reference to Exhibit [removed: 4.7] [added: 4.8] to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 27, 2015 (File No. 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000109166715000177/exh42chtr723158k.htm) | | |
| [removed: 4.9] [added: 4.21] | | | | | | [Form of [removed: 6.834%] [added: 3.750%] Senior Secured Notes due [removed: 2055] [added: 2028] (incorporated by reference to Exhibit [removed: 4.8] [added: 4.4] to the Current Report on Form 8-K filed by Charter Communications, Inc. on July [removed: 27, 2015] [added: 12, 2017] (File No. [removed: 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000109166715000177/exh42chtr723158k.htm)] [added: 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000119312517226207/d421424dex43.htm)] | | |
| [removed: 4.10] [added: 4.9] | | | | | | [Indenture, dated as of November 20, 2015, among CCO Holdings, LLC, CCO Holdings Capital Corp. and CCOH Safari, LLC, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on November 25, 2015 (File No. 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000119312515387342/d215006dex41.htm) | | |
| [removed: 4.11] [added: 4.10] | | | | | | [Seventh Supplemental Indenture, dated as of April 21, 2016, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on April 27, 2016 (File No. 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000119312516557101/d184565dex41.htm) | | |
| [removed: 4.12] [added: 4.11] | | | | | | [Form of 5.500% Senior Notes due 2026 (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K of Charter Communications, Inc. filed April 27, 2016).](https://www.sec.gov/Archives/edgar/data/1091667/000119312516557101/d184565dex41.htm) | | |
| [removed: 4.13] [added: 4.12] | | | | | | [Second Supplemental Indenture, dated as of May 18, 2016, by and among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Safari II, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 24, 2016 (File No. 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000119312516600775/d198771dex41.htm) | | |
| [removed: 4.14] [added: 4.13] | | | | | | [Third Supplemental Indenture, dated as of May 18, 2016, by and among CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 24, 2016 (File No. 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000119312516600775/d198771dex42.htm) | | |
| [removed: 4.15] [added: 4.14] | | | | | | [Second Supplemental Indenture, dated as of May 18, 2016, by and among CCO Holdings, LLC, CCO Holdings Capital Corp., CCOH Safari, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 24, 2016 (File No. 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000119312516600775/d198771dex43.htm) | | |
| [removed: 4.16] [added: 4.15] | | | | | | [Fourth Supplemental Indenture, dated as of November 1, 2016, among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, as parent guarantor, 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 Registration Statement on Form S-4 filed by CCO Holdings, LLC on October 6, 2017 (File No. 333-220863)).](https://www.sec.gov/Archives/edgar/data/1291157/000119312517305942/d412173dex45.htm) | | |
| [removed: 4.17] [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)).](https://www.sec.gov/Archives/edgar/data/1091667/000119312517031457/d316804dex41.htm) | | |
| [removed: 4.18] [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))](https://www.sec.gov/Archives/edgar/data/1091667/000119312517031457/d316804dex41.htm) | | |
| [removed: 4.19] [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)).](https://www.sec.gov/Archives/edgar/data/1091667/000119312517137055/d383847dex43.htm) | | |
| [removed: 4.20] [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))](https://www.sec.gov/Archives/edgar/data/1091667/000119312517137055/d383847dex43.htm) | | |
| [removed: 4.21] [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](https://www.sec.gov/Archives/edgar/data/1091667/000119312517226207/d421424dex43.htm) [Current [removed: Report](http://www.sec.gov/Archives/edgar/data/1091667/000119312517137055/d383847dex101.htm)] [added: Report](https://www.sec.gov/Archives/edgar/data/1091667/000119312517226207/d421424dex43.htm)] [on Form 8-K filed by Charter Communications, Inc. on July 12, 2017 (File No. [removed: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312517226207/d421424dex43.htm)] [added: 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000119312517226207/d421424dex43.htm)] | | |
| [removed: 4.22] [added: 4.25] | | | | | | [Form of [removed: 3.750%] [added: 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 [removed: July 12,] [added: September 21,] 2017 (File No. [removed: 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000119312517226207/d421424dex43.htm)] [added: 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000119312517289679/d458554dex43.htm)] | | |
| [removed: 4.23] [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](https://www.sec.gov/Archives/edgar/data/1091667/000119312517256236/d374452dex41.htm) [Current [removed: Report](http://www.sec.gov/Archives/edgar/data/1091667/000119312517137055/d383847dex101.htm)] [added: Report](https://www.sec.gov/Archives/edgar/data/1091667/000119312517256236/d374452dex41.htm)] [on Form 8-K filed by Charter Communications, Inc. on August 14, 2017 (File No. [removed: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312517256236/d374452dex41.htm)] [added: 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000119312517256236/d374452dex41.htm)] | | |
| [removed: 4.24] [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)).](https://www.sec.gov/Archives/edgar/data/1091667/000119312517256236/d374452dex41.htm) | | |
| [removed: 4.25] [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](https://www.sec.gov/Archives/edgar/data/1091667/000119312517289679/d458554dex43.htm) [Current [removed: Report](http://www.sec.gov/Archives/edgar/data/1091667/000119312517137055/d383847dex101.htm)] [added: Report](https://www.sec.gov/Archives/edgar/data/1091667/000119312517289679/d458554dex43.htm)] [on Form 8-K filed by Charter Communications, Inc. on September 21, 2017 (File No. [removed: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312517289679/d458554dex43.htm)] [added: 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000119312517289679/d458554dex43.htm)] | | |
| [removed: 4.26] [added: 4.87] | | | | | | [Form of [removed: 4.200%] [added: 6.700%] Senior Secured Notes due [removed: 2028] [added: 2055] (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on September [removed: 21, 2017] [added: 2, 2025] (File No. [removed: 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000119312517289679/d458554dex43.htm)] [added: 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000110465925086395/tm2524701d1_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)).](https://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](https://www.sec.gov/Archives/edgar/data/1091667/000119312518125093/d562235dex42.htm) [Current [removed: Report](http://www.sec.gov/Archives/edgar/data/1091667/000119312517137055/d383847dex101.htm)] [added: Report](https://www.sec.gov/Archives/edgar/data/1091667/000119312518125093/d562235dex42.htm)] [on Form 8-K filed by Charter Communications, Inc. on April 20, 2018 (File No. [removed: 001-33664)).](http://www.sec.gov/Archives/edgar/data/1091667/000119312518125093/d562235dex42.htm)] [added: 001-33664)).](https://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)).](https://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)).](https://www.sec.gov/Archives/edgar/data/1091667/000119312518125093/d562235dex42.htm) | | |
| [removed: 4.31] [added: 4.30] | | | | | | [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)).](https://www.sec.gov/Archives/edgar/data/893657/000110465923112581/tm2329169d2_ex4-7.htm) | | |
| /s/ Martin E. Patterson | | | Director | | | January 30, 2026 | | |
| Martin E. Patterson | | | | | | | | |
| J. David Wargo | | | | | | | | |
| 2.4 | | | | | | [Transaction Agreement, dated as of May 16, 2025, by and among Charter Communications, Inc., Charter Communications Holdings, LLC and Cox Enterprises, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 19, 2025 (File No. 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000114036125019688/ef20049261_ex2-1.htm) | | |
| 4.85 | | | | | | [Twenty-Sixth Supplemental Indenture, dated as of September 2, 2025, 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 September 2, 2025 (File No. 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000110465925086395/tm2524701d1_ex4-2.htm) | | |
| 10.67+ | | | | | | [Charter Communications, Inc. 2025 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on April 25, 2025 (File No. 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000109166725000100/chtr422258kexh101.htm) | | |
| 10.87 | | | | | | [Voting Agreement, dated as of May 16, 2025, by and among Charter Communications, Inc., Cox Enterprises, Inc. and Liberty Broadband Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 19, 2025 (File No. 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000114036125019688/ef20049261_ex10-1.htm) | | |
| 10.88 | | | | | | [Voting Agreement, dated as of May 16, 2025, by and among Charter Communications, Inc., Cox Enterprises, Inc. and Advance/Newhouse Partnership (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 19, 2025 (File No. 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000114036125019688/ef20049261_ex10-2.htm) | | |
| 10.89 | | | | | | [Side Letter, dated as of May 16, 2025, by and among Charter Communications, Inc., Fusion Merger Sub 1, LLC, Fusion Merger Sub 2, Inc. and Liberty Broadband Corporation (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 19, 2025 (File No. 001-33664)).](https://www.sec.gov/Archives/edgar/data/1091667/000114036125019688/ef20049261_ex10-3.htm) | | |
| | | | | | | | | |
E-15
January 29, 2026
| | | | 2025 | | | | | | 2024 | | |
| Consolidated net income | | | — | | | — | | | — | | | 4,987 | | | 4,987 | | | 779 | | | 5,766 | | |
| Equity issued pursuant to employee stock purchase plan | | | — | | | — | | | 20 | | | — | | | 20 | | | — | | | 20 | | |
| BALANCE, December 31, 2025 | | | $ | — | | $ | — | | $ | 21,447 | | $ | (5,393) | | $ | 16,054 | | $ | 4,465 | | $ | 20,519 | |
| Depreciation and amortization | | | 8,711 | | | | | | 8,673 | | | | | | 8,696 | | |
Founded in 1993, the Company has evolved from providing cable TV to streaming, and from high-speed Internet to a converged broadband, WiFi and mobile experience.
Over the Spectrum Fiber Broadband Network and supported by the Company’s 100% U.S.-based employees, the Company offers Seamless Connectivity and Entertainment with Spectrum Internet®, Mobile, TV and Voice products.
Mergers and Acquisitions
On May 16, 2025, Charter, Charter Holdings, and Cox Enterprises, Inc. (“Cox Enterprises”) entered into a Transaction Agreement (the “Transaction Agreement”) pursuant to which (i) Cox Enterprises will sell and transfer to Charter 100% of the equity interests of certain subsidiaries of Cox Communications, Inc. (“Cox Communications”) that conduct Cox Communications’ commercial fiber and managed IT and cloud services businesses (the “Equity Sale”), (ii) Cox Enterprises will contribute the equity interests of Cox Communications and certain other assets (other than certain excluded assets) primarily related to Cox Communications’ residential cable business to Charter Holdings (the “Contribution”), and (iii) Cox Enterprises will pay $1.00 to Charter (collectively, the “Cox Transactions”).
Under the Transaction Agreement, Charter and Cox Enterprises may designate one or more wholly owned subsidiaries to take actions with respect to Charter and Cox Enterprises, respectively.
Pursuant to the Transaction Agreement, at the closing of the Transaction:
- in consideration of the Equity Sale, Charter will pay $3.5 billion in cash to Cox Enterprises;
- in consideration of the Contribution, Charter Holdings will (i) pay to Cox Enterprises $500 million in cash and (ii) issue to Cox Enterprises convertible preferred units of Charter Holdings with an aggregate liquidation preference of $6.0 billion, which will pay a 6.875% dividend per annum, and approximately 33.6 million Charter Holdings common units.
The Charter Holdings convertible preferred units will be convertible into Charter Holdings common units, with an initial conversion price of $477.41, subject to certain adjustments.
The Charter Holdings common units will be exchangeable by the holder, in certain circumstances, for cash or, at the election of Charter, Charter Class A common stock on a one-for-one basis, subject to certain adjustments; and
- in consideration of the $1.00 payment from Cox Enterprises to Charter, Charter will issue to Cox Enterprises one share of the newly created Charter Class C common stock.
The Charter Class C common stock will be equivalent, economically, to the outstanding Charter Class A common stock and the Charter Class B common stock but will have a number of votes per share that reflect the voting power of the Charter Holdings common units and the Charter Holdings convertible preferred units held by Cox Enterprises on an as-converted, as-exchanged basis.
The combined entity will assume Cox Communications’ approximately $12.6 billion in outstanding net debt and finance leases (assumed debt is on a pro forma basis contemplating Cox Communications refinancing of debt maturities occurring between signing and closing of the Cox Transactions).
Overhead costs are associated with
December 31, 2025, 2024 AND 2023
| | | | | | | | | |
| | | | | | | 2025 | | | | | | 2024 | | |
| | | | | | | 87,958 | | | | | | 82,322 | | |
| | | | | | | $ | 46,444 | | | | | $ | 42,913 | |
December 31, 2025, 2024 AND 2023
contribute to the Company's cash flows.
The Company performed a quantitative impairment analysis as of October 31, 2025 utilizing a multi-period excess earnings method, a discounted cash flow income approach which isolates discrete cash flows attributable to the franchise intangibles from the business enterprise cash flows.
The income approach incorporated updated projections of the business enterprise cash flows, allocations of cash flows attributable to franchise intangibles, and current market assumptions for growth rates and discount rates.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| /s/ Gregory Maffei | | | Director | | | January 31, 2025 | | |
| Gregory Maffei | | | | | | | | |
| David C. Merritt | | | | | | | | |
| /s/ James E. Meyer | | | Director | | | January 31, 2025 | | |
| James E. Meyer | | | | | | | | |
| 10.73+* | | | | | | [Employment Agreement, dated as of October 6, 2023, by and between Charter Communications, Inc. and Jamal Haughton.](https://www.sec.gov/Archives/edgar/data/1091667/000109166725000034/chtr12312024exh-1073.htm) | | |
| 10.74+* | | | | | | [Employment Agreement, dated as of](https://www.sec.gov/Archives/edgar/data/1091667/000109166725000034/chtr12312024exh-1074.htm) [December 21](https://www.sec.gov/Archives/edgar/data/1091667/000109166725000034/chtr12312024exh-1074.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1091667/000109166725000034/chtr12312024exh-1074.htm)[3](https://www.sec.gov/Archives/edgar/data/1091667/000109166725000034/chtr12312024exh-1074.htm)[, by and between Charter Communications, Inc. and Adam Ray.](https://www.sec.gov/Archives/edgar/data/1091667/000109166725000034/chtr12312024exh-1074.htm) | | |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
January 30, 2025
| BALANCE, December 31, 2021 | | | $ | — | | $ | — | | $ | 26,725 | | $ | (12,675) | | $ | 14,050 | | $ | 4,106 | | $ | 18,156 | |
| Consolidated net income | | | — | | | — | | | — | | | 5,055 | | | 5,055 | | | 794 | | | 5,849 | | |
Over an advanced communications network, the Company offers a full range of state-of-the-art residential and business services including Spectrum Internet®, TV, Mobile and Voice.
For small and medium-sized companies, Spectrum Business® delivers the same suite of broadband products and services coupled with special features and applications to enhance productivity, while for larger businesses and government entities, Spectrum Enterprise® provides highly customized, fiber-based solutions.
Spectrum Reach® delivers tailored advertising and production for the modern media landscape.
The Company also distributes award-winning news coverage and sports programming to its customers through Spectrum Networks.
| | | | | | | December 31, | | | | | | | | |
| | | | | | | 82,322 | | | | | | 77,271 | | |
| | | | | | | $ | 42,913 | | | | | $ | 39,520 | |
The Company assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that an indefinite lived intangible asset has been impaired.
If, after this optional qualitative assessment, the Company determines that it is not more likely than not that an indefinite lived intangible asset has been impaired, then no further quantitative testing is necessary.
In completing the qualitative impairment testing, the Company evaluates a multitude of factors that affect the fair value of its franchise assets.
Examples of such factors include environmental and competitive changes within the Company's operating footprint, actual and projected operating performance, the consistency of its operating margins, equity and debt market trends, including changes in its market capitalization, and changes in its regulatory and political landscape, among other factors.
The Company performed a qualitative assessment in 2024.
Periodically, the Company may elect to perform a quantitative analysis for impairment testing.
If the Company elects or is required to perform a quantitative analysis to test its franchise assets for impairment, the estimated fair value of franchises is determined utilizing an income approach model based on the present value of the estimated discrete future cash flows attributable to each of the intangible assets identified assuming a discount rate.
Accounting guidance also permits an optional qualitative assessment for goodwill to determine whether it is more likely than not that the carrying value of a reporting unit exceeds its fair value.
If, after this qualitative assessment, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount then no further quantitative testing would be necessary.
A quantitative assessment is performed if the qualitative assessment results in a more likely than not determination or if a qualitative assessment is not performed.
As with the Company’s franchise impairment testing, in 2024 the Company elected to perform a qualitative goodwill impairment assessment, which incorporated consideration of the same qualitative factors relevant to the Company's franchise impairment testing.
| | | | | | | $ | 97,759 | | | | | $ | — | | | | | $ | 97,759 | | | | | $ | 97,687 | | | | | $ | — | | | | | $ | 97,687 | |
| | | | | | | $ | 18,747 | | | | | $ | (17,639) | | | | | $ | 1,108 | | | | | $ | 18,718 | | | | | $ | (16,801) | | | | | $ | 1,917 | |
| 2025 | | | | | | $ | 592 | |
| 2026 | | | | | | 334 | | |
| 2027 | | | | | | 102 | | |
| | | | | | | $ | 1,108 | |
| | | | $ | 11,687 | | | | | $ | 11,214 | |
Under a deferred payment program, the Company has agreements with third parties specifically for its mobile handset purchases.
An excerpt. Shown here: 40 of 654 rewritten, 40 of 266 added and 40 of 129 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary. in the FY2025 filing and the FY2024 filing.