Delaware
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43-1857213
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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400 Atlantic Street, 10th Floor
Stamford, Connecticut 06901
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(203) 905-7801
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(Address of principal executive offices including zip code)
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(Registrant’s telephone number, including area code)
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Page No.
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•
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our ability to sustain and grow revenues and cash flow from operations by offering video, Internet, telephone, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in our markets 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 and the difficult economic conditions in the United States;
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•
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the impact of competition from other market participants, including but not limited to incumbent telephone companies, direct broadcast satellite operators, wireless broadband and telephone providers, digital subscriber line (“DSL”) providers, and video provided over the Internet;
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•
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general business conditions, economic uncertainty or downturn, high unemployment levels and the level of activity in the housing sector;
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•
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our ability to obtain programming at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher programming costs (including retransmission consents);
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•
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the development and deployment of new products and technologies;
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•
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the effects of governmental regulation on our business;
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•
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the availability and access, in general, of funds to meet our debt obligations prior to or when they become due and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) free cash flow, or (iii) access to the capital or credit markets; and
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•
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our ability to comply with all covenants in our indentures and credit facilities any violation of which, if not cured in a timely manner, could trigger a default of our other obligations under cross-default provisions.
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June 30,
2013 |
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December 31,
2012 |
||||
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(unaudited)
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|
||||
ASSETS
|
|
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|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
44
|
|
|
$
|
7
|
|
Restricted cash and cash equivalents
|
—
|
|
|
27
|
|
||
Accounts receivable, less allowance for doubtful accounts of
|
|
|
|
||||
$15 and $14, respectively
|
223
|
|
|
234
|
|
||
Prepaid expenses and other current assets
|
66
|
|
|
62
|
|
||
Total current assets
|
333
|
|
|
330
|
|
||
|
|
|
|
||||
INVESTMENT IN CABLE PROPERTIES:
|
|
|
|
||||
Property, plant and equipment, net of accumulated
|
|
|
|
||||
depreciation of $4,303 and $3,563, respectively
|
7,313
|
|
|
7,206
|
|
||
Franchises
|
5,287
|
|
|
5,287
|
|
||
Customer relationships, net
|
1,294
|
|
|
1,424
|
|
||
Goodwill
|
953
|
|
|
953
|
|
||
Total investment in cable properties, net
|
14,847
|
|
|
14,870
|
|
||
|
|
|
|
||||
OTHER NONCURRENT ASSETS
|
409
|
|
|
396
|
|
||
|
|
|
|
||||
Total assets
|
$
|
15,589
|
|
|
$
|
15,596
|
|
|
|
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|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
1,280
|
|
|
$
|
1,224
|
|
Total current liabilities
|
1,280
|
|
|
1,224
|
|
||
|
|
|
|
||||
LONG-TERM DEBT
|
12,812
|
|
|
12,808
|
|
||
DEFERRED INCOME TAXES
|
1,374
|
|
|
1,321
|
|
||
OTHER LONG-TERM LIABILITIES
|
62
|
|
|
94
|
|
||
|
|
|
|
||||
SHAREHOLDERS’ EQUITY:
|
|
|
|
||||
Class A common stock; $.001 par value; 900 million shares authorized;
|
|
|
|
||||
101,549,969 and 101,176,247 shares issued, respectively
|
—
|
|
|
—
|
|
||
Class B common stock; $.001 par value; 25 million shares authorized;
|
|
|
|
||||
no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Preferred stock; $.001 par value; 250 million shares authorized;
|
|
|
|
||||
no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
1,657
|
|
|
1,616
|
|
||
Accumulated deficit
|
(1,530
|
)
|
|
(1,392
|
)
|
||
Treasury stock at cost; 106,100 and 0 shares, respectively
|
(10
|
)
|
|
—
|
|
||
Accumulated other comprehensive loss
|
(56
|
)
|
|
(75
|
)
|
||
Total shareholders’ equity
|
61
|
|
|
149
|
|
||
|
|
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|
||||
Total liabilities and shareholders’ equity
|
$
|
15,589
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|
$
|
15,596
|
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Three Months Ended June 30,
|
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Six Months Ended June 30,
|
||||||||||||
|
2013
|
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2012
|
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2013
|
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2012
|
||||||||
|
|
|
|
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|
|
||||||||
REVENUES
|
$
|
1,972
|
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|
$
|
1,884
|
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$
|
3,889
|
|
|
$
|
3,711
|
|
|
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|
|
|
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||||||||
COSTS AND EXPENSES:
|
|
|
|
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|
|
|
||||||||
Operating costs and expenses (excluding depreciation and amortization)
|
1,295
|
|
|
1,204
|
|
|
2,553
|
|
|
2,390
|
|
||||
Depreciation and amortization
|
436
|
|
|
415
|
|
|
861
|
|
|
823
|
|
||||
Other operating (income) expenses, net
|
5
|
|
|
(4
|
)
|
|
16
|
|
|
(1
|
)
|
||||
|
|
|
|
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|
||||||||
|
1,736
|
|
|
1,615
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3,430
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3,212
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|
||||
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||||||||
Income from operations
|
236
|
|
|
269
|
|
|
459
|
|
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499
|
|
||||
|
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||||||||
OTHER INCOME (EXPENSES):
|
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||||||||
Interest expense, net
|
(211
|
)
|
|
(225
|
)
|
|
(421
|
)
|
|
(462
|
)
|
||||
Loss on extinguishment of debt
|
(81
|
)
|
|
(59
|
)
|
|
(123
|
)
|
|
(74
|
)
|
||||
Gain on derivative instruments, net
|
20
|
|
|
—
|
|
|
17
|
|
|
—
|
|
||||
Other expense, net
|
(2
|
)
|
|
—
|
|
|
(3
|
)
|
|
(1
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
|
(274
|
)
|
|
(284
|
)
|
|
(530
|
)
|
|
(537
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss before income taxes
|
(38
|
)
|
|
(15
|
)
|
|
(71
|
)
|
|
(38
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
(58
|
)
|
|
(68
|
)
|
|
(67
|
)
|
|
(139
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(96
|
)
|
|
$
|
(83
|
)
|
|
$
|
(138
|
)
|
|
$
|
(177
|
)
|
|
|
|
|
|
|
|
|
||||||||
LOSS PER COMMON SHARE, BASIC AND DILUTED
|
$
|
(0.96
|
)
|
|
$
|
(0.84
|
)
|
|
$
|
(1.37
|
)
|
|
$
|
(1.78
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding, basic and diluted
|
100,600,678
|
|
|
99,496,755
|
|
|
100,464,808
|
|
|
99,464,858
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(96
|
)
|
|
$
|
(83
|
)
|
|
$
|
(138
|
)
|
|
$
|
(177
|
)
|
Net impact of gains (losses) on interest rate derivative instruments, net of tax
|
8
|
|
|
(12
|
)
|
|
19
|
|
|
(11
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive loss
|
$
|
(88
|
)
|
|
$
|
(95
|
)
|
|
$
|
(119
|
)
|
|
$
|
(188
|
)
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2013
|
|
2012
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net loss
|
|
$
|
(138
|
)
|
|
$
|
(177
|
)
|
Adjustments to reconcile net loss to net cash flows from operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
861
|
|
|
823
|
|
||
Noncash interest expense
|
|
23
|
|
|
24
|
|
||
Loss on extinguishment of debt
|
|
123
|
|
|
74
|
|
||
Gain on derivative instruments, net
|
|
(17
|
)
|
|
—
|
|
||
Deferred income taxes
|
|
56
|
|
|
136
|
|
||
Other, net
|
|
53
|
|
|
11
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
11
|
|
|
16
|
|
||
Prepaid expenses and other assets
|
|
(6
|
)
|
|
(11
|
)
|
||
Accounts payable, accrued expenses and other
|
|
59
|
|
|
27
|
|
||
Net cash flows from operating activities
|
|
1,025
|
|
|
923
|
|
||
|
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
|
(834
|
)
|
|
(808
|
)
|
||
Change in accrued expenses related to capital expenditures
|
|
2
|
|
|
13
|
|
||
Other, net
|
|
(14
|
)
|
|
10
|
|
||
Net cash flows from investing activities
|
|
(846
|
)
|
|
(785
|
)
|
||
|
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
||||
Borrowings of long-term debt
|
|
4,710
|
|
|
2,817
|
|
||
Repayments of long-term debt
|
|
(4,825
|
)
|
|
(2,919
|
)
|
||
Payments for debt issuance costs
|
|
(32
|
)
|
|
(24
|
)
|
||
Purchase of treasury stock
|
|
(10
|
)
|
|
(4
|
)
|
||
Other, net
|
|
15
|
|
|
(5
|
)
|
||
Net cash flows from financing activities
|
|
(142
|
)
|
|
(135
|
)
|
||
|
|
|
|
|
||||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
|
37
|
|
|
3
|
|
||
CASH AND CASH EQUIVALENTS, beginning of period
|
|
7
|
|
|
2
|
|
||
CASH AND CASH EQUIVALENTS, end of period
|
|
$
|
44
|
|
|
$
|
5
|
|
|
|
|
|
|
||||
CASH PAID FOR INTEREST
|
|
$
|
370
|
|
|
$
|
448
|
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Franchises
|
|
$
|
5,287
|
|
|
$
|
—
|
|
|
$
|
5,287
|
|
|
$
|
5,287
|
|
|
$
|
—
|
|
|
$
|
5,287
|
|
Goodwill
|
|
953
|
|
|
—
|
|
|
953
|
|
|
953
|
|
|
—
|
|
|
953
|
|
||||||
Trademarks
|
|
158
|
|
|
—
|
|
|
158
|
|
|
158
|
|
|
—
|
|
|
158
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
$
|
6,398
|
|
|
$
|
—
|
|
|
$
|
6,398
|
|
|
$
|
6,398
|
|
|
$
|
—
|
|
|
$
|
6,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
|
$
|
2,368
|
|
|
$
|
1,074
|
|
|
$
|
1,294
|
|
|
$
|
2,368
|
|
|
$
|
944
|
|
|
$
|
1,424
|
|
Other intangible assets
|
|
121
|
|
|
36
|
|
|
85
|
|
|
105
|
|
|
29
|
|
|
76
|
|
||||||
|
|
$
|
2,489
|
|
|
$
|
1,110
|
|
|
$
|
1,379
|
|
|
$
|
2,473
|
|
|
$
|
973
|
|
|
$
|
1,500
|
|
Six months ended December 31, 2013
|
|
$
|
134
|
|
2014
|
|
244
|
|
|
2015
|
|
218
|
|
|
2016
|
|
192
|
|
|
2017
|
|
165
|
|
|
Thereafter
|
|
426
|
|
|
|
|
|
||
|
|
$
|
1,379
|
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
|
|
|
|
|
||||
Accounts payable – trade
|
|
$
|
86
|
|
|
$
|
107
|
|
Accrued capital expenditures
|
|
158
|
|
|
156
|
|
||
Deferred revenue
|
|
84
|
|
|
81
|
|
||
Accrued expenses:
|
|
|
|
|
||||
Interest
|
|
185
|
|
|
155
|
|
||
Programming costs
|
|
342
|
|
|
323
|
|
||
Franchise related fees
|
|
54
|
|
|
52
|
|
||
Compensation
|
|
132
|
|
|
145
|
|
||
Other
|
|
239
|
|
|
205
|
|
||
|
|
|
|
|
||||
|
|
$
|
1,280
|
|
|
$
|
1,224
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||||||||||
|
Principal Amount
|
|
Accreted Value
|
|
Principal Amount
|
|
Accreted Value
|
||||||||
CCO Holdings, LLC:
|
|
|
|
|
|
|
|
||||||||
7.250% senior notes due October 30, 2017
|
$
|
1,000
|
|
|
$
|
1,000
|
|
|
$
|
1,000
|
|
|
$
|
1,000
|
|
7.875% senior notes due April 30, 2018
|
—
|
|
|
—
|
|
|
900
|
|
|
900
|
|
||||
7.000% senior notes due January 15, 2019
|
1,400
|
|
|
1,393
|
|
|
1,400
|
|
|
1,392
|
|
||||
8.125% senior notes due April 30, 2020
|
700
|
|
|
700
|
|
|
700
|
|
|
700
|
|
||||
7.375% senior notes due June 1, 2020
|
750
|
|
|
750
|
|
|
750
|
|
|
750
|
|
||||
5.250% senior notes due March 15, 2021
|
500
|
|
|
500
|
|
|
—
|
|
|
—
|
|
||||
6.500% senior notes due April 30, 2021
|
1,500
|
|
|
1,500
|
|
|
1,500
|
|
|
1,500
|
|
||||
6.625% senior notes due January 31, 2022
|
750
|
|
|
746
|
|
|
750
|
|
|
746
|
|
||||
5.250% senior notes due September 30, 2022
|
1,250
|
|
|
1,239
|
|
|
1,250
|
|
|
1,238
|
|
||||
5.125% senior notes due February 15, 2023
|
1,000
|
|
|
1,000
|
|
|
1,000
|
|
|
1,000
|
|
||||
5.750% senior notes due September 1, 2023
|
500
|
|
|
500
|
|
|
—
|
|
|
—
|
|
||||
5.750% senior notes due January 15, 2024
|
1,000
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
||||
Credit facility due September 6, 2014
|
350
|
|
|
337
|
|
|
350
|
|
|
332
|
|
||||
Charter Communications Operating, LLC:
|
|
|
|
|
|
|
|
||||||||
Credit facilities
|
2,181
|
|
|
2,147
|
|
|
3,337
|
|
|
3,250
|
|
||||
Long-Term Debt
|
$
|
12,881
|
|
|
$
|
12,812
|
|
|
$
|
12,937
|
|
|
$
|
12,808
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
|
|
|
|
||||
Other long-term liabilities:
|
|
|
|
||||
Fair value of interest rate derivatives designated as hedges
|
$
|
—
|
|
|
$
|
67
|
|
Fair value of interest rate derivatives not designated as hedges
|
$
|
29
|
|
|
$
|
—
|
|
|
|
|
|
||||
Accrued interest:
|
|
|
|
||||
Fair value of interest rate derivatives designated as hedges
|
$
|
—
|
|
|
$
|
8
|
|
Fair value of interest rate derivatives not designated as hedges
|
$
|
10
|
|
|
$
|
—
|
|
|
|
|
|
||||
Accumulated other comprehensive loss:
|
|
|
|
||||
Fair value of interest rate derivatives designated as hedges
|
$
|
—
|
|
|
$
|
(75
|
)
|
Fair value of interest rate derivatives not designated as hedges
|
$
|
(56
|
)
|
|
$
|
—
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Gain on derivative instruments, net:
|
|
|
|
|
|
|
|
||||||||
Change in fair value of interest rate derivative instruments not designated as cash flow hedges
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
—
|
|
Loss reclassified from accumulated other comprehensive loss into earnings as a result of cash flow hedge discontinuance
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense:
|
|
|
|
|
|
|
|
||||||||
Amount of loss reclassified from accumulated other comprehensive loss into interest expense
|
$
|
—
|
|
|
$
|
(9
|
)
|
|
$
|
(10
|
)
|
|
$
|
(17
|
)
|
•
|
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
•
|
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
•
|
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||||||||||
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Debt
|
|
|
|
|
|
|
|
|
||||||||
CCO Holdings senior notes
|
|
$
|
10,328
|
|
|
$
|
10,525
|
|
|
$
|
9,226
|
|
|
$
|
9,933
|
|
Credit facilities
|
|
$
|
2,484
|
|
|
$
|
2,501
|
|
|
$
|
3,582
|
|
|
$
|
3,695
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Programming
|
$
|
523
|
|
|
$
|
496
|
|
|
$
|
1,038
|
|
|
$
|
987
|
|
Franchise, regulatory and connectivity
|
93
|
|
|
93
|
|
|
185
|
|
|
185
|
|
||||
Costs to service customers
|
369
|
|
|
323
|
|
|
732
|
|
|
650
|
|
||||
Marketing
|
116
|
|
|
107
|
|
|
224
|
|
|
219
|
|
||||
Other
|
194
|
|
|
185
|
|
|
374
|
|
|
349
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
$
|
1,295
|
|
|
$
|
1,204
|
|
|
$
|
2,553
|
|
|
$
|
2,390
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
(Gain)/loss on sale of assets, net
|
$
|
—
|
|
|
$
|
(14
|
)
|
|
$
|
1
|
|
|
$
|
(13
|
)
|
Special charges, net
|
5
|
|
|
10
|
|
|
15
|
|
|
12
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
$
|
5
|
|
|
$
|
(4
|
)
|
|
$
|
16
|
|
|
$
|
(1
|
)
|
Balance at December 31, 2012
|
|
$
|
202
|
|
Reductions due to tax positions related to prior year
|
|
(193
|
)
|
|
|
|
|
||
Balance at June 30, 2013
|
|
$
|
9
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Stock options
|
$
|
51,100
|
|
|
$
|
447,700
|
|
|
$
|
153,600
|
|
|
$
|
453,700
|
|
Restricted stock
|
12,700
|
|
|
243,800
|
|
|
12,700
|
|
|
243,800
|
|
||||
Restricted stock units
|
13,600
|
|
|
46,900
|
|
|
39,800
|
|
|
62,400
|
|
Charter Communications, Inc.
|
|||||||||||||||||||||||
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||||||
For the six months ended June 30, 2013
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Charter
|
|
Intermediate Holding Companies
|
|
CCO
Holdings
|
|
Charter Operating and Subsidiaries
|
|
Eliminations
|
|
Charter Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
REVENUES
|
$
|
9
|
|
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
3,889
|
|
|
$
|
(102
|
)
|
|
$
|
3,889
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating costs and expenses (excluding depreciation and amortization)
|
9
|
|
|
93
|
|
|
—
|
|
|
2,553
|
|
|
(102
|
)
|
|
2,553
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
861
|
|
|
—
|
|
|
861
|
|
||||||
Other operating expenses, net
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
9
|
|
|
93
|
|
|
—
|
|
|
3,430
|
|
|
(102
|
)
|
|
3,430
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income from operations
|
—
|
|
|
—
|
|
|
—
|
|
|
459
|
|
|
—
|
|
|
459
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OTHER INCOME (EXPENSES):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income (expense), net
|
—
|
|
|
4
|
|
|
(339
|
)
|
|
(86
|
)
|
|
—
|
|
|
(421
|
)
|
||||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
(58
|
)
|
|
—
|
|
|
(123
|
)
|
||||||
Gain on derivative instruments, net
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||||
Other expense, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||
Equity in income (loss) of subsidiaries
|
(86
|
)
|
|
(105
|
)
|
|
299
|
|
|
—
|
|
|
(108
|
)
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
(86
|
)
|
|
(101
|
)
|
|
(105
|
)
|
|
(130
|
)
|
|
(108
|
)
|
|
(530
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes
|
(86
|
)
|
|
(101
|
)
|
|
(105
|
)
|
|
329
|
|
|
(108
|
)
|
|
(71
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
INCOME TAX EXPENSE
|
(59
|
)
|
|
(1
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(67
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated net income (loss)
|
(145
|
)
|
|
(102
|
)
|
|
(105
|
)
|
|
322
|
|
|
(108
|
)
|
|
(138
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Less: Net (income) loss – noncontrolling interest
|
7
|
|
|
16
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
$
|
(138
|
)
|
|
$
|
(86
|
)
|
|
$
|
(105
|
)
|
|
$
|
299
|
|
|
$
|
(108
|
)
|
|
$
|
(138
|
)
|
Charter Communications, Inc.
|
|||||||||||||||||||||||
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||||||
For the six months ended June 30, 2012
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Charter
|
|
Intermediate Holding Companies
|
|
CCO
Holdings
|
|
Charter Operating and Subsidiaries
|
|
Eliminations
|
|
Charter Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
REVENUES
|
$
|
13
|
|
|
$
|
75
|
|
|
$
|
—
|
|
|
$
|
3,711
|
|
|
$
|
(88
|
)
|
|
$
|
3,711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating costs and expenses (excluding depreciation and amortization)
|
13
|
|
|
75
|
|
|
—
|
|
|
2,390
|
|
|
(88
|
)
|
|
2,390
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
823
|
|
|
—
|
|
|
823
|
|
||||||
Other operating expenses, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
13
|
|
|
75
|
|
|
—
|
|
|
3,212
|
|
|
(88
|
)
|
|
3,212
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income from operations
|
—
|
|
|
—
|
|
|
—
|
|
|
499
|
|
|
—
|
|
|
499
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OTHER INCOME (EXPENSES):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
—
|
|
|
(64
|
)
|
|
(259
|
)
|
|
(139
|
)
|
|
—
|
|
|
(462
|
)
|
||||||
Loss on extinguishment of debt
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(68
|
)
|
|
—
|
|
|
(74
|
)
|
||||||
Other expense, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Equity in income (loss) of subsidiaries
|
(48
|
)
|
|
8
|
|
|
267
|
|
|
—
|
|
|
(227
|
)
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
(48
|
)
|
|
(62
|
)
|
|
8
|
|
|
(208
|
)
|
|
(227
|
)
|
|
(537
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes
|
(48
|
)
|
|
(62
|
)
|
|
8
|
|
|
291
|
|
|
(227
|
)
|
|
(38
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
INCOME TAX EXPENSE
|
(135
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(139
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated net income (loss)
|
(183
|
)
|
|
(62
|
)
|
|
8
|
|
|
287
|
|
|
(227
|
)
|
|
(177
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Less: Net (income) loss – noncontrolling interest
|
6
|
|
|
14
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
$
|
(177
|
)
|
|
$
|
(48
|
)
|
|
$
|
8
|
|
|
$
|
267
|
|
|
$
|
(227
|
)
|
|
$
|
(177
|
)
|
Charter Communications, Inc.
|
|||||||||||||||||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss)
|
|||||||||||||||||||||||
For the six months ended June 30, 2013
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Charter
|
|
Intermediate Holding Companies
|
|
CCO
Holdings
|
|
Charter Operating and Subsidiaries
|
|
Eliminations
|
|
Charter Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated net income (loss)
|
$
|
(145
|
)
|
|
$
|
(102
|
)
|
|
$
|
(105
|
)
|
|
$
|
322
|
|
|
$
|
(108
|
)
|
|
$
|
(138
|
)
|
Net impact of gains on interest rate derivative instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income (loss)
|
$
|
(145
|
)
|
|
$
|
(102
|
)
|
|
$
|
(105
|
)
|
|
$
|
341
|
|
|
$
|
(108
|
)
|
|
$
|
(119
|
)
|
Charter Communications, Inc.
|
|||||||||||||||||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss)
|
|||||||||||||||||||||||
For the six months ended June 30, 2012
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Charter
|
|
Intermediate Holding Companies
|
|
CCO
Holdings
|
|
Charter Operating and Subsidiaries
|
|
Eliminations
|
|
Charter Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated net income (loss)
|
$
|
(183
|
)
|
|
$
|
(62
|
)
|
|
$
|
8
|
|
|
$
|
287
|
|
|
$
|
(227
|
)
|
|
$
|
(177
|
)
|
Net impact of losses on interest rate derivative instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income (loss)
|
$
|
(183
|
)
|
|
$
|
(62
|
)
|
|
$
|
8
|
|
|
$
|
276
|
|
|
$
|
(227
|
)
|
|
$
|
(188
|
)
|
|
Approximate as of
|
||||||
|
June 30,
|
||||||
|
2013 (a)
|
|
2012 (a)
|
||||
Residential
|
|
|
|
||||
Video (b)
|
3,917
|
|
|
4,098
|
|
||
Internet (c)
|
3,924
|
|
|
3,662
|
|
||
Telephone (d)
|
2,019
|
|
|
1,828
|
|
||
Residential PSUs (e)
|
9,860
|
|
|
9,588
|
|
||
|
|
|
|
||||
Residential Customer Relationships (f)
|
5,096
|
|
|
4,996
|
|
||
Revenue per Customer Relationship (g)
|
$
|
108.67
|
|
|
$
|
106.00
|
|
|
|
|
|
||||
Commercial
|
|
|
|
||||
Video (b)(h)
|
156
|
|
|
171
|
|
||
Internet (c)
|
214
|
|
|
177
|
|
||
Telephone (d)
|
119
|
|
|
91
|
|
||
Commercial PSUs (e)
|
489
|
|
|
439
|
|
||
|
|
|
|
||||
Commercial Customer Relationships (f)(h)
|
329
|
|
|
312
|
|
(a)
|
We calculate the aging of customer accounts based on the monthly billing cycle for each account. On that basis, at
June 30, 2013
and
2012
, customers include approximately
9,600
and
17,000
customers, respectively, whose accounts were over 60 days past due in payment, approximately
900
and
2,900
customers, respectively, whose accounts were over 90 days past due in payment, and approximately
700
and
1,300
customers, respectively, whose accounts were over 120 days past due in payment.
|
(b)
|
“Video customers” represent those customers who subscribe to our video cable services.
|
(c)
|
“Internet customers” represent those customers who subscribe to our Internet services.
|
(d)
|
“Telephone customers” represent those customers who subscribe to our telephone services.
|
(e)
|
“Primary Service Units” or “PSUs” represent the total of video, Internet and telephone customers.
|
(f)
|
"Customer Relationships" include the number of customers that receive one or more levels of service, encompassing video, Internet and telephone services, without regard to which service(s) such customers receive. This statistic is computed in accordance with the guidelines of the National Cable & Telecommunications Association ("NCTA"). Commercial customer relationships include video customers in commercial structures, which are calculated on an EBU basis (see footnote (h)) and non-video commercial customer relationships.
|
(g)
|
"Revenue per Customer Relationship" is calculated as total residential video, Internet and telephone quarterly revenue divided by three divided by average residential customer relationships during the respective quarter.
|
(h)
|
Included within commercial video customers are those in commercial structures, which are calculated on an equivalent bulk unit (“EBU”) basis. We calculate EBUs by dividing the bulk price charged to accounts in an area by the published rate charged to non-bulk residential customers in that market for the comparable tier of service. This EBU method of estimating basic video customers is consistent with the methodology used in determining costs paid to programmers and is consistent with the methodology used by other multiple system operators. As we increase our published video rates
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
$
|
1,972
|
|
|
100
|
%
|
|
$
|
1,884
|
|
|
100
|
%
|
|
$
|
3,889
|
|
|
100
|
%
|
|
$
|
3,711
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating (excluding depreciation and amortization)
|
1,295
|
|
|
66
|
%
|
|
1,204
|
|
|
64
|
%
|
|
2,553
|
|
|
66
|
%
|
|
2,390
|
|
|
64
|
%
|
||||
Depreciation and amortization
|
436
|
|
|
22
|
%
|
|
415
|
|
|
22
|
%
|
|
861
|
|
|
22
|
%
|
|
823
|
|
|
22
|
%
|
||||
Other operating (income) expenses, net
|
5
|
|
|
—
|
%
|
|
(4
|
)
|
|
—
|
%
|
|
16
|
|
|
—
|
%
|
|
(1
|
)
|
|
—
|
%
|
||||
|
1,736
|
|
|
88
|
%
|
|
1,615
|
|
|
86
|
%
|
|
3,430
|
|
|
88
|
%
|
|
3,212
|
|
|
87
|
%
|
||||
Income from operations
|
236
|
|
|
12
|
%
|
|
269
|
|
|
14
|
%
|
|
459
|
|
|
12
|
%
|
|
499
|
|
|
13
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
(211
|
)
|
|
|
|
(225
|
)
|
|
|
|
(421
|
)
|
|
|
|
(462
|
)
|
|
|
||||||||
Loss on extinguishment of debt
|
(81
|
)
|
|
|
|
(59
|
)
|
|
|
|
(123
|
)
|
|
|
|
(74
|
)
|
|
|
||||||||
Gain on derivative instruments, net
|
20
|
|
|
|
|
—
|
|
|
|
|
17
|
|
|
|
|
—
|
|
|
|
||||||||
Other expense, net
|
(2
|
)
|
|
|
|
—
|
|
|
|
|
(3
|
)
|
|
|
|
(1
|
)
|
|
|
||||||||
|
(274
|
)
|
|
|
|
(284
|
)
|
|
|
|
(530
|
)
|
|
|
|
(537
|
)
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss before income taxes
|
(38
|
)
|
|
|
|
(15
|
)
|
|
|
|
(71
|
)
|
|
|
|
(38
|
)
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax expense
|
(58
|
)
|
|
|
|
(68
|
)
|
|
|
|
(67
|
)
|
|
|
|
(139
|
)
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss
|
$
|
(96
|
)
|
|
|
|
$
|
(83
|
)
|
|
|
|
$
|
(138
|
)
|
|
|
|
$
|
(177
|
)
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LOSS PER COMMON SHARE, BASIC AND DILUTED:
|
$
|
(0.96
|
)
|
|
|
|
$
|
(0.84
|
)
|
|
|
|
$
|
(1.37
|
)
|
|
|
|
$
|
(1.78
|
)
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average common shares outstanding, basic and diluted
|
100,600,678
|
|
|
|
|
99,496,755
|
|
|
|
|
100,464,808
|
|
|
|
|
99,464,858
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||||||||
|
2013
|
|
2012
|
|
2013 over 2012
|
|||||||||||||||
|
Revenues
|
|
% of Revenues
|
|
Revenues
|
|
% of Revenues
|
|
Change
|
|
% Change
|
|||||||||
Video
|
$
|
984
|
|
|
50
|
%
|
|
$
|
911
|
|
|
48
|
%
|
|
$
|
73
|
|
|
8
|
%
|
Internet
|
520
|
|
|
26
|
%
|
|
465
|
|
|
25
|
%
|
|
55
|
|
|
12
|
%
|
|||
Telephone
|
158
|
|
|
8
|
%
|
|
217
|
|
|
12
|
%
|
|
(59
|
)
|
|
(27
|
)%
|
|||
Commercial
|
193
|
|
|
10
|
%
|
|
160
|
|
|
8
|
%
|
|
33
|
|
|
21
|
%
|
|||
Advertising sales
|
73
|
|
|
4
|
%
|
|
87
|
|
|
5
|
%
|
|
(14
|
)
|
|
(16
|
)%
|
|||
Other
|
44
|
|
|
2
|
%
|
|
44
|
|
|
2
|
%
|
|
—
|
|
|
—
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
$
|
1,972
|
|
|
100
|
%
|
|
$
|
1,884
|
|
|
100
|
%
|
|
$
|
88
|
|
|
5
|
%
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||||||||
|
2013
|
|
2012
|
|
2013 over 2012
|
|||||||||||||||
|
Revenues
|
|
% of Revenues
|
|
Revenues
|
|
% of Revenues
|
|
Change
|
|
% Change
|
|||||||||
Video
|
$
|
1,940
|
|
|
50
|
%
|
|
$
|
1,806
|
|
|
49
|
%
|
|
$
|
134
|
|
|
7
|
%
|
Internet
|
1,021
|
|
|
26
|
%
|
|
917
|
|
|
25
|
%
|
|
104
|
|
|
11
|
%
|
|||
Telephone
|
329
|
|
|
8
|
%
|
|
434
|
|
|
12
|
%
|
|
(105
|
)
|
|
(24
|
)%
|
|||
Commercial
|
376
|
|
|
10
|
%
|
|
313
|
|
|
8
|
%
|
|
63
|
|
|
20
|
%
|
|||
Advertising sales
|
133
|
|
|
3
|
%
|
|
153
|
|
|
4
|
%
|
|
(20
|
)
|
|
(13
|
)%
|
|||
Other
|
90
|
|
|
2
|
%
|
|
88
|
|
|
2
|
%
|
|
2
|
|
|
2
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
$
|
3,889
|
|
|
100
|
%
|
|
$
|
3,711
|
|
|
100
|
%
|
|
$
|
178
|
|
|
5
|
%
|
|
|
Three months ended
June 30, 2013
compared to
three months ended
June 30, 2012
Increase / (Decrease)
|
|
Six months ended
June 30, 2013
compared to
six months ended
June 30, 2012
Increase / (Decrease)
|
||||
|
|
|
|
|
||||
Incremental video services, price adjustments and bundle revenue allocation
|
|
$
|
107
|
|
|
$
|
197
|
|
Decrease in basic video customers
|
|
(29
|
)
|
|
(55
|
)
|
||
Decrease in premium purchases
|
|
(5
|
)
|
|
(8
|
)
|
||
|
|
|
|
|
||||
|
|
$
|
73
|
|
|
$
|
134
|
|
|
|
Three months ended
June 30, 2013 compared to three months ended June 30, 2012 Increase / (Decrease) |
|
Six months ended
June 30, 2013 compared to six months ended June 30, 2012 Increase / (Decrease) |
||||
|
|
|
|
|
||||
Increase in residential Internet customers
|
|
$
|
33
|
|
|
$
|
67
|
|
Service level changes and price adjustments
|
|
22
|
|
|
37
|
|
||
|
|
|
|
|
||||
|
|
$
|
55
|
|
|
$
|
104
|
|
|
|
Three months ended
June 30, 2013 compared to three months ended June 30, 2012 Increase / (Decrease) |
|
Six months ended
June 30, 2013 compared to six months ended June 30, 2012 Increase / (Decrease) |
||||
|
|
|
|
|
||||
Price adjustments and bundle revenue allocation
|
|
$
|
(73
|
)
|
|
$
|
(131
|
)
|
Increase in residential telephone customers
|
|
14
|
|
|
26
|
|
||
|
|
|
|
|
||||
|
|
$
|
(59
|
)
|
|
$
|
(105
|
)
|
|
|
Three months ended
June 30, 2013 compared to three months ended June 30, 2012 Increase / (Decrease) |
|
Six months ended
June 30, 2013 compared to six months ended June 30, 2012 Increase / (Decrease) |
||||
|
|
|
|
|
||||
Sales to small-to-medium sized business customers
|
|
$
|
24
|
|
|
$
|
47
|
|
Carrier site customers
|
|
6
|
|
|
11
|
|
||
Other
|
|
3
|
|
|
5
|
|
||
|
|
|
|
|
||||
|
|
$
|
33
|
|
|
$
|
63
|
|
|
|
Three months ended
June 30, 2013 compared to three months ended June 30, 2012 Increase / (Decrease) |
|
Six months ended
June 30, 2013 compared to six months ended June 30, 2012 Increase / (Decrease) |
||||
|
|
|
|
|
||||
Programming
|
|
$
|
27
|
|
|
$
|
51
|
|
Franchise, regulatory and connectivity
|
|
—
|
|
|
—
|
|
||
Costs to service customers
|
|
46
|
|
|
82
|
|
||
Marketing
|
|
9
|
|
|
5
|
|
||
Other
|
|
9
|
|
|
25
|
|
||
|
|
|
|
|
||||
|
|
$
|
91
|
|
|
$
|
163
|
|
|
|
Three months ended
June 30, 2013 compared to three months ended June 30, 2012 Increase / (Decrease) |
|
Six months ended
June 30, 2013 compared to six months ended June 30, 2012 Increase / (Decrease) |
||||
|
|
|
|
|
||||
Commercial sales expense
|
|
$
|
8
|
|
|
$
|
13
|
|
Property tax and insurance
|
|
1
|
|
|
5
|
|
||
Administrative labor
|
|
—
|
|
|
4
|
|
||
Advertising sales expense
|
|
1
|
|
|
2
|
|
||
Other
|
|
(1
|
)
|
|
1
|
|
||
|
|
|
|
|
||||
|
|
$
|
9
|
|
|
$
|
25
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Senior notes repurchase
|
$
|
65
|
|
|
$
|
—
|
|
|
$
|
65
|
|
|
$
|
15
|
|
Charter Operating credit facility refinancing/prepayments
|
16
|
|
|
59
|
|
|
58
|
|
|
59
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
$
|
81
|
|
|
$
|
59
|
|
|
$
|
123
|
|
|
$
|
74
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(96
|
)
|
|
$
|
(83
|
)
|
|
$
|
(138
|
)
|
|
$
|
(177
|
)
|
Plus: Interest expense, net
|
211
|
|
|
225
|
|
|
421
|
|
|
462
|
|
||||
Income tax expense
|
58
|
|
|
68
|
|
|
67
|
|
|
139
|
|
||||
Depreciation and amortization
|
436
|
|
|
415
|
|
|
861
|
|
|
823
|
|
||||
Stock compensation expense
|
15
|
|
|
13
|
|
|
26
|
|
|
24
|
|
||||
Loss on extinguishment of debt
|
81
|
|
|
59
|
|
|
123
|
|
|
74
|
|
||||
Gain on derivative instruments, net
|
(20
|
)
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
||||
Other, net
|
7
|
|
|
(4
|
)
|
|
19
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
|
$
|
692
|
|
|
$
|
693
|
|
|
$
|
1,362
|
|
|
$
|
1,345
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash flows from operating activities
|
$
|
484
|
|
|
$
|
469
|
|
|
$
|
1,025
|
|
|
$
|
923
|
|
Less: Purchases of property, plant and equipment
|
(422
|
)
|
|
(468
|
)
|
|
(834
|
)
|
|
(808
|
)
|
||||
Change in accrued expenses related to capital expenditures
|
13
|
|
|
25
|
|
|
2
|
|
|
13
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Free cash flow
|
$
|
75
|
|
|
$
|
26
|
|
|
$
|
193
|
|
|
$
|
128
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Customer premise equipment (a)
|
$
|
192
|
|
|
$
|
201
|
|
|
$
|
425
|
|
|
$
|
373
|
|
Scalable infrastructure (b)
|
78
|
|
|
146
|
|
|
132
|
|
|
234
|
|
||||
Line extensions (c)
|
62
|
|
|
44
|
|
|
108
|
|
|
74
|
|
||||
Upgrade/rebuild (d)
|
48
|
|
|
50
|
|
|
87
|
|
|
84
|
|
||||
Support capital (e)
|
42
|
|
|
27
|
|
|
82
|
|
|
43
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total capital expenditures (f)
|
$
|
422
|
|
|
$
|
468
|
|
|
$
|
834
|
|
|
$
|
808
|
|
(a)
|
Customer premise equipment includes costs incurred at the customer residence to secure new customers and revenue generating units. It also includes customer installation costs and customer premise equipment (e.g., set-top boxes and cable modems).
|
(b)
|
Scalable infrastructure includes costs not related to customer premise equipment, to secure growth of new customers and revenue generating units, or provide service enhancements (e.g., headend equipment).
|
(c)
|
Line extensions include network costs associated with entering new service areas (e.g., fiber/coaxial cable, amplifiers, electronic equipment, make-ready and design engineering).
|
(d)
|
Upgrade/rebuild includes costs to modify or replace existing fiber/coaxial cable networks, including betterments.
|
(e)
|
Support capital includes costs associated with the replacement or enhancement of non-network assets due to technological and physical obsolescence (e.g., non-network equipment, land, buildings and vehicles).
|
(f)
|
Total capital expenditures includes
$85 million
and
$61 million
for the
three
months ended
June 30, 2013
and
2012
, respectively, and
$147 million
and
$99 million
for the
six
months ended
June 30, 2013
and
2012
, respectively, of capital expenditures related to commercial services.
|
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
|
Fair Value at June 30, 2013
|
||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed Rate
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000
|
|
|
$
|
9,350
|
|
|
$
|
10,350
|
|
|
$
|
10,525
|
|
Average Interest Rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
7.25
|
%
|
|
6.28
|
%
|
|
6.37
|
%
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable Rate
|
|
$
|
25
|
|
|
$
|
400
|
|
|
$
|
49
|
|
|
$
|
78
|
|
|
$
|
87
|
|
|
$
|
1,892
|
|
|
$
|
2,531
|
|
|
$
|
2,501
|
|
Average Interest Rate
|
|
2.38
|
%
|
|
2.98
|
%
|
|
3.15
|
%
|
|
4.08
|
%
|
|
4.90
|
%
|
|
5.98
|
%
|
|
5.32
|
%
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest Rate Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable to Fixed Rate
|
|
$
|
500
|
|
|
$
|
800
|
|
|
$
|
300
|
|
|
$
|
250
|
|
|
$
|
850
|
|
|
$
|
—
|
|
|
$
|
2,700
|
|
|
$
|
39
|
|
Average Pay Rate
|
|
4.33
|
%
|
|
4.65
|
%
|
|
4.99
|
%
|
|
3.89
|
%
|
|
3.84
|
%
|
|
—
|
%
|
|
4.31
|
%
|
|
|
|||||||||
Average Receive Rate
|
|
2.55
|
%
|
|
2.73
|
%
|
|
3.04
|
%
|
|
4.69
|
%
|
|
5.35
|
%
|
|
—
|
%
|
|
3.74
|
%
|
|
|
(1)
|
In April, May and June 2013, Charter withheld 6,594, 39,330 and 1,063 shares of its common stock, respectively, in payment of income tax withholding owed by employees upon vesting of restricted shares and restricted stock units.
|
|
|
CHARTER COMMUNICATIONS, INC.,
|
||
|
|
Registrant
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ Kevin D. Howard
|
|
|
|
|
Kevin D. Howard
|
|
|
|
|
Senior Vice President - Finance, Controller and
|
Date: August 6, 2013
|
|
|
|
Chief Accounting Officer
|
Exhibit
|
|
Description
|
|
|
|
10.1
|
|
Amendment No. 3, dated as of June 27, 2013, to the Amended and Restated Credit Agreement dated as of March 18, 1999 and amended and restated on April 11, 2012 between Charter Communications Operating, LLC, as borrower, CCO Holdings, LLC, as guarantor, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed by Charter Communications, Inc. on July 2, 2013 (File No. 001-33664)).
|
10.2
|
|
Incremental Activation Notice, dated as of July 1, 2013 delivered by Charter Communications Operating, LLC, CCO Holdings, LLC, the Subsidiary Guarantors Party thereto and each Term E Lender party thereto to Bank of America, N.A., as Administrative Agent under the credit agreement, dated as of March 18, 1999 as amended and restated as of March 31, 2010 and as further amended and restated as of April 11, 2012 (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed by Charter Communications, Inc. on July 2, 2013 (File No. 001-33664)).
|
10.3*
|
|
Form of First Amended and Restated Indemnification Agreement*
|
12.1*
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
31.1*
|
|
Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the under the Securities Exchange Act of 1934.
|
31.2*
|
|
Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
|
32.1*
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
|
32.2*
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
|
101
|
|
The following financial statements from Charter Communications, Inc.'s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2013, filed with the Securities and Exchange Commission on August 6, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Comprehensive Loss (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to the Condensed Consolidated Financial Statements.
|
*
|
Filed herewith.
|
By
|
|
Name
|
|
Title
|
|
By
|
|
Name
|
|
Title
|
|
|
|
Name
|
|
Signature
|
|
Typed Name
|
|
Office
|
|
State of
|
|
)
|
|
|
) ss.:
|
County of
|
|
)
|
|
Notary Public
|
CHARTER COMMUNICATIONS, INC AND SUBSIDIARIES
|
||||||||||||||||
RATIO OF EARNINGS TO FIXED CHARGES CALCULATION
|
||||||||||||||||
(In millions)
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Earnings
|
|
|
|
|
|
|
|
|
||||||||
Loss before Income Taxes
|
|
$
|
(38
|
)
|
|
$
|
(15
|
)
|
|
$
|
(71
|
)
|
|
$
|
(38
|
)
|
Fixed Charges
|
|
213
|
|
|
227
|
|
|
425
|
|
|
466
|
|
||||
Total Earnings
|
|
$
|
175
|
|
|
$
|
212
|
|
|
$
|
354
|
|
|
$
|
428
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed Charges
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Expense
|
|
$
|
206
|
|
|
$
|
220
|
|
|
$
|
411
|
|
|
$
|
447
|
|
Amortization of Debt Costs
|
|
5
|
|
|
5
|
|
|
10
|
|
|
15
|
|
||||
Interest Element of Rentals
|
|
2
|
|
|
2
|
|
|
4
|
|
|
4
|
|
||||
Total Fixed Charges
|
|
$
|
213
|
|
|
$
|
227
|
|
|
$
|
425
|
|
|
$
|
466
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ratio of Earnings to Fixed Charges (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Earnings for the three and six months ended
June 30, 2013
were insufficient to cover fixed charges by
$38 million
and
$71 million
, respectively. Earnings for the three and six months ended
June 30, 2012
were insufficient to cover fixed charges by
$15 million
and
$38 million
, respectively. As a result of such deficiencies, the ratios are not presented above.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Charter Communications, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Thomas M. Rutledge
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Charter Communications, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Christopher L. Winfrey
|
•
|
fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Thomas M. Rutledge
|
•
|
fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Christopher L. Winfrey
|