Delaware
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84-1496755
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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
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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Title of each class
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Name of Exchange which registered
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Class A Common Stock, $.001 Par Value
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NASDAQ Global Select Market
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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, voice, mobile, 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;
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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 ("DBS") operators, wireless broadband and telephone providers, digital subscriber line (“DSL”) providers, fiber to the home providers, video provided over the Internet by (i) market participants that have not historically competed in the multichannel video business, (ii) traditional multichannel video distributors, and (iii) content providers that have historically licensed cable networks to multichannel video distributors, and providers of advertising over the Internet;
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•
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our ability to efficiently and effectively integrate acquired operations;
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•
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the effects of governmental regulation on our business including costs, disruptions and possible limitations on operating flexibility related to, and our ability to comply with, regulatory conditions applicable to us as a result of the Time Warner Cable Inc. and Bright House Networks, LLC Transactions;
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•
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general business conditions, economic uncertainty or downturn, 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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our ability to develop and deploy new products and technologies including mobile products and any other consumer services and service platforms;
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•
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any events that disrupt our networks, information systems or properties and impair our operating activities or our reputation;
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•
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the ability to retain and hire key personnel;
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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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Approximate as of
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||||||
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December 31,
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||||||
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2018
(b)
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2017
(a)(b)
|
||||
Customer Relationships
(c)
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||||
Residential
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26,270
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25,499
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Small and Medium Business
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1,833
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1,662
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Total Customer Relationships
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28,103
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27,161
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Residential Primary Service Units ("PSUs")
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Video
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16,104
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16,400
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Internet
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23,625
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22,518
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Voice
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10,135
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10,424
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49,864
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49,342
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Monthly Residential Revenue per Residential Customer
(d)
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$
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111.56
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$
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110.28
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Small and Medium Business PSUs
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Video
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502
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450
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Internet
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1,634
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1,470
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Voice
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1,051
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930
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3,187
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2,850
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Monthly Small and Medium Business Revenue per Customer
(e)
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$
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174.88
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$
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187.24
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||||
Enterprise PSUs
(f)
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248
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220
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(a)
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Between the closing of the Transactions in May 2016 through the first quarter of 2018, we have reported our customer data and results using legacy company reporting methodologies. During the second quarter of 2018, we implemented certain reporting changes on a retrospective basis which allowed for the recasting of historical customer data and results using consistent definitions and reporting methodologies across all three legacy companies. Legacy TWC Hawaii customer statistics are expected to move to our standard methodology in 2019 and variances, if any, will be disclosed at that time.
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(b)
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Customer statistics do not include mobile. We calculate the aging of customer accounts based on the monthly billing cycle for each account. On that basis, as of
December 31, 2018
and
2017
, customers include approximately
217,600
and
248,900
customers, respectively, whose accounts were over 60 days past due, approximately
24,000
and
20,600
customers, respectively, whose accounts were over 90 days past due, and approximately
19,200
and
13,200
customers, respectively, whose accounts were over 120 days past due.
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(c)
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Customer relationships include the number of customers that receive one or more levels of service, encompassing video, Internet and voice services, without regard to which service(s) such customers receive. Customers who reside in residential multiple dwelling units (“MDUs”) and that are billed under bulk contracts are counted based on the number of billed units within each bulk MDU. Total customer relationships exclude enterprise customer relationships.
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(d)
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Monthly residential revenue per residential customer is calculated as total residential video, Internet and voice annual revenue divided by twelve divided by average residential customer relationships during the respective year.
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(e)
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Monthly small and medium business revenue per customer is calculated as total small and medium business annual revenue divided by twelve divided by average small and medium business customer relationships during the respective year.
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(f)
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Enterprise PSUs represent the aggregate number of fiber service offerings counting each separate service offering at each customer location as an individual PSU.
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•
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offers a higher quality and more value-based set of services relative to our competitors, including faster Internet speeds, more HD channels, lower equipment fees and a more transparent pricing structure;
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•
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offers simplicity for customers to understand our offers, and for our employees in service delivery;
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•
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drives our ability to package more services at the time of sale, thus increasing revenue per customer;
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•
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drives higher customer satisfaction, lower service calls and churn; and
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•
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allows for gradual price increases at the end of promotional periods.
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•
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bandwidth capacity to enable traditional and two-way video and broadband services;
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•
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dedicated bandwidth for two-way services; and
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•
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signal quality and high service reliability.
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Regions
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Total Customer Relationships
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Carolinas
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2,907
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Central
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2,941
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Florida
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2,498
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Great Lakes
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2,199
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Northeast
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2,997
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Northwest
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1,539
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New York City
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1,372
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South
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1,985
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Southern Ohio
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2,236
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Texas
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2,887
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West
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4,542
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•
|
Offer settlement-free Internet interconnection to any party that meets the requirements of our Interconnection Policy (available on Charter’s website) on terms generally consistent with the policy for seven years (with a possible reduction to five);
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•
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Deploy and offer high-speed broadband Internet access service to an additional two million locations over five years;
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•
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Refrain from charging usage-based prices or imposing data caps on any fixed mass market broadband Internet access service plans for seven years (with a possible reduction to five);
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•
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Offer 30/4 Mbps discounted broadband where technically feasible to eligible customers throughout our service area for four years from the offer’s commencement; and
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Continue to provide CableCARDs to any new or existing customer upon request for use in third-party retail devices for four years and continue to support such CableCARDs for seven years (in each case, unless the FCC changes the relevant rules).
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•
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Upgrading networks within the designated state, including upgrades to broadband speeds and conversion of all households served within California and New York to an all-digital platform;
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Building out our network to certain households and business locations that are not currently served by cable within the designated states;
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•
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Offering LifeLine service discounts and low-income broadband to eligible households served within the applicable states;
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Investing in service improvement programs and customer service enhancements and maintaining customer-facing jobs within the designated state;
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•
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Continuing to make legacy service offerings available, including allowing Legacy TWC and Legacy Bright House customers to maintain their existing service offerings for a period of three years; and
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•
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Complying with reporting requirements.
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•
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impact our ability to raise additional capital at reasonable rates, or at all;
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•
|
make us vulnerable to interest rate increases, in part because approximately
15%
of our borrowings as of
December 31, 2018
were, and may continue to be, subject to variable rates of interest;
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•
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expose us to increased interest expense to the extent we refinance existing debt with higher cost debt;
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•
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require us to dedicate a significant portion of our cash flow from operating activities to make payments on our debt, reducing our funds available for working capital, capital expenditures, and other general corporate expenses;
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•
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limit our flexibility in planning for, or reacting to, changes in our business, the cable and telecommunications industries, and the economy at large;
|
•
|
place us at a disadvantage compared to our competitors that have proportionately less debt; and
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•
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adversely affect our relationship with customers and suppliers.
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•
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incur additional debt;
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•
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repurchase or redeem equity interests and debt;
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•
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issue equity;
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•
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make certain investments or acquisitions;
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•
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pay dividends or make other distributions;
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•
|
dispose of assets or merge;
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•
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enter into related party transactions; and
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•
|
grant liens and pledge assets.
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•
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the provision of high-speed Internet service, including transparency rules;
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•
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the provision of voice communications;
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•
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cable franchise renewals and transfers;
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•
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the provisioning and marketing of cable equipment and compatibility with new digital technologies;
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•
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customer and employee privacy and data security;
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•
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limited rate regulation of video service;
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•
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copyright royalties for retransmitting broadcast signals;
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•
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when a cable system must carry a particular broadcast station and when it must first obtain retransmission consent to carry a broadcast station;
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•
|
the provision of channel capacity to unaffiliated commercial leased access programmers;
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•
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limitations on our ability to enter into exclusive agreements with multiple dwelling unit complexes and control our inside wiring;
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•
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equal employment opportunity, emergency alert systems, disability access, technical standards, marketing practices, customer service, and consumer protection; and
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•
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approval for mergers and acquisitions often accompanied by the imposition of restrictions and requirements on an applicant’s business in order to secure approval of the proposed transaction.
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Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
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Weighted Average Exercise Price of Outstanding Warrants and Rights
|
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Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
|
||||||
Equity compensation plans approved by security holders
|
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12,621,045
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|
(1)
|
|
$
|
224.42
|
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|
4,108,291
|
|
(1)
|
Equity compensation plans not approved by security holders
|
|
—
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|
|
$
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
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|
||||
TOTAL
|
|
12,621,045
|
|
(1)
|
|
|
|
4,108,291
|
|
(1)
|
(1)
|
This total does not include 10,223 shares issued pursuant to restricted stock grants made under our 2009 Stock Incentive Plan, which are subject to vesting based on continued employment and market conditions.
|
Period
|
Total Number of Shares Purchased
(1)
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(2)
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(2)
|
|||
October 1 - 31, 2018
|
1,445,205
|
$
|
313.92
|
|
1,436,205
|
|
$814
|
November 1 - 30, 2018
|
1,393,528
|
$
|
319.69
|
|
1,379,942
|
|
$555
|
December 1 - 31, 2018
|
944,741
|
$
|
305.87
|
|
943,133
|
|
$480
|
(1)
|
Includes 9,000, 13,586 and 1,608 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 2018, respectively.
|
(2)
|
During the
three
months ended
December 31, 2018
, Charter purchased approximately
3.8 million
shares of its Class A common stock for approximately
$1.2 billion
. Charter Holdings purchased
0.6 million
Charter Holdings common units from A/N at an average price per unit of
$316.34
, or
$183 million
during the
three
months ended
December 31, 2018
. As of
December 31, 2018
, Charter had remaining board authority to purchase an additional
$480 million
of Charter’s Class A common stock and/
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
43,634
|
|
|
$
|
41,581
|
|
|
$
|
29,003
|
|
|
$
|
9,754
|
|
|
$
|
9,108
|
|
Income from operations
|
$
|
5,221
|
|
|
$
|
4,106
|
|
|
$
|
2,456
|
|
|
$
|
1,114
|
|
|
$
|
971
|
|
Interest expense, net
|
$
|
3,540
|
|
|
$
|
3,090
|
|
|
$
|
2,499
|
|
|
$
|
1,306
|
|
|
$
|
911
|
|
Income (loss)
before income taxes
|
$
|
1,686
|
|
|
$
|
1,028
|
|
|
$
|
820
|
|
|
$
|
(331
|
)
|
|
$
|
53
|
|
Net income (loss) attributable to Charter shareholders
|
$
|
1,230
|
|
|
$
|
9,895
|
|
|
$
|
3,522
|
|
|
$
|
(271
|
)
|
|
$
|
(183
|
)
|
Income (loss) per common share, basic
|
$
|
5.29
|
|
|
$
|
38.55
|
|
|
$
|
17.05
|
|
|
$
|
(2.68
|
)
|
|
$
|
(1.88
|
)
|
Income (loss) per common share, diluted
|
$
|
5.22
|
|
|
$
|
34.09
|
|
|
$
|
15.94
|
|
|
$
|
(2.68
|
)
|
|
$
|
(1.88
|
)
|
Weighted average shares outstanding, basic (a)
|
232,356,665
|
|
|
256,720,715
|
|
|
206,539,100
|
|
|
101,152,647
|
|
|
97,991,915
|
|
|||||
Weighted average shares outstanding, diluted (a)
|
235,525,226
|
|
|
296,703,956
|
|
|
234,791,439
|
|
|
101,152,647
|
|
|
97,991,915
|
|
|||||
|
|
|
|
|
|
|
|
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|
||||||||||
Balance Sheet Data (end of period):
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in cable properties
|
$
|
141,564
|
|
|
$
|
142,712
|
|
|
$
|
144,396
|
|
|
$
|
16,375
|
|
|
$
|
16,652
|
|
Total assets
|
$
|
146,130
|
|
|
$
|
146,623
|
|
|
$
|
149,067
|
|
|
$
|
39,316
|
|
|
$
|
24,388
|
|
Total debt
|
$
|
72,827
|
|
|
$
|
70,231
|
|
|
$
|
61,747
|
|
|
$
|
35,723
|
|
|
$
|
20,887
|
|
Total shareholders’ equity (deficit)
|
$
|
44,272
|
|
|
$
|
47,531
|
|
|
$
|
50,366
|
|
|
$
|
(46
|
)
|
|
$
|
146
|
|
(a)
|
Weighted average number of shares outstanding for the years ended December 31, 2015 and 2014 have been recast to reflect the application of the Parent Merger Exchange Ratio (as defined in the Merger Agreement).
|
|
Years ended December 31,
|
|||||||||||||||||||||||
|
Actual
|
|
Pro Forma
|
|||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017 Growth
|
|
2017 vs. 2016 Growth
|
|
2016
|
|
2017 vs. 2016 Growth
|
|||||||||||
Revenues
|
$
|
43,634
|
|
|
$
|
41,581
|
|
|
$
|
29,003
|
|
|
4.9
|
%
|
|
43.4
|
%
|
|
$
|
37,394
|
|
|
3.9
|
%
|
Adjusted EBITDA
|
$
|
16,059
|
|
|
$
|
15,301
|
|
|
$
|
10,592
|
|
|
5.0
|
%
|
|
44.5
|
%
|
|
$
|
13,004
|
|
|
5.8
|
%
|
Income from operations
(a)
|
$
|
5,221
|
|
|
$
|
4,106
|
|
|
$
|
2,456
|
|
|
27.2
|
%
|
|
67.2
|
%
|
|
$
|
3,323
|
|
|
5.7
|
%
|
(a)
|
Income from operations for the year ended December 31, 2016 has been reduced from what was previously reported to reflect the adoption of pension accounting guidance by $899 million and $915 million on an actual and pro forma basis, respectively
.
|
•
|
Property, plant and equipment
|
•
|
Capitalization of labor and overhead costs
|
•
|
Valuation and impairment of property, plant and equipment
|
•
|
Useful lives of property, plant and equipment
|
•
|
Intangible assets
|
•
|
Valuation and impairment of franchises
|
•
|
Valuation and impairment of goodwill
|
•
|
Valuation, impairment and amortization of customer relationships
|
•
|
Income taxes
|
•
|
Litigation
|
•
|
Programming agreements
|
•
|
Pension plans
|
•
|
dispatching a “truck roll” to the customer’s dwelling or business for service connection or placement of new equipment;
|
•
|
verification of serviceability to the customer’s dwelling or business (i.e., determining whether the customer’s dwelling is capable of receiving service by our cable network);
|
•
|
customer premise activities performed by in-house field technicians and third-party contractors in connection with the installation, replacement and betterment of equipment and materials to enable video, Internet or voice services; and
|
•
|
verifying the integrity of the customer’s network connection by initiating test signals downstream from the headend to the customer premise equipment, as well as testing signal levels at the utility pole or pedestal.
|
|
Years ended December 31,
|
|||||||||||||||||||||||
|
Actual
|
|
Pro Forma
|
|||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017 Growth
|
|
2017 vs. 2016 Growth
|
|
2016
|
|
2017 vs. 2016 Growth
|
|||||||||||
Video
|
$
|
17,348
|
|
|
$
|
16,621
|
|
|
$
|
11,955
|
|
|
4.4
|
%
|
|
39.0
|
%
|
|
$
|
16,370
|
|
|
1.5
|
%
|
Internet
|
15,181
|
|
|
14,101
|
|
|
9,270
|
|
|
7.7
|
%
|
|
52.1
|
%
|
|
12,684
|
|
|
11.2
|
%
|
||||
Voice
|
2,114
|
|
|
2,542
|
|
|
2,005
|
|
|
(16.8
|
)%
|
|
26.8
|
%
|
|
2,905
|
|
|
(12.5
|
)%
|
||||
Residential revenue
|
34,643
|
|
|
33,264
|
|
|
23,230
|
|
|
4.1
|
%
|
|
43.2
|
%
|
|
31,959
|
|
|
4.1
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Small and medium business
|
3,665
|
|
|
3,547
|
|
|
2,384
|
|
|
3.3
|
%
|
|
48.8
|
%
|
|
3,283
|
|
|
8.0
|
%
|
||||
Enterprise
|
2,528
|
|
|
2,373
|
|
|
1,539
|
|
|
6.5
|
%
|
|
54.1
|
%
|
|
2,175
|
|
|
9.1
|
%
|
||||
Commercial revenue
|
6,193
|
|
|
5,920
|
|
|
3,923
|
|
|
4.6
|
%
|
|
50.9
|
%
|
|
5,458
|
|
|
8.5
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Advertising sales
|
1,785
|
|
|
1,510
|
|
|
1,235
|
|
|
18.2
|
%
|
|
22.3
|
%
|
|
1,696
|
|
|
(10.9
|
)%
|
||||
Mobile
|
106
|
|
|
—
|
|
|
—
|
|
|
NM
|
|
|
NM
|
|
|
—
|
|
|
NM
|
|
||||
Other
|
907
|
|
|
887
|
|
|
615
|
|
|
2.3
|
%
|
|
44.1
|
%
|
|
910
|
|
|
(2.6
|
)%
|
||||
|
$
|
43,634
|
|
|
$
|
41,581
|
|
|
$
|
29,003
|
|
|
4.9
|
%
|
|
43.4
|
%
|
|
$
|
40,023
|
|
|
3.9
|
%
|
|
2018 compared to 2017
|
|
2017 compared to 2016
|
||||
Increase related to rate changes
|
$
|
1,089
|
|
|
$
|
408
|
|
Decrease in average residential video customers
|
(298
|
)
|
|
(205
|
)
|
||
Increase (decrease) in VOD and pay-per-view
|
(64
|
)
|
|
35
|
|
||
TWC Transaction
|
—
|
|
|
3,800
|
|
||
Bright House Transaction
|
—
|
|
|
628
|
|
||
|
$
|
727
|
|
|
$
|
4,666
|
|
|
2017 compared to 2016
|
||
Increase related to rate changes
|
$
|
513
|
|
Increase in VOD and pay-per-view
|
32
|
|
|
Decrease in average residential video customers
|
(294
|
)
|
|
|
$
|
251
|
|
|
2018 compared to 2017
|
|
2017 compared to 2016
|
||||
Increase in average residential Internet customers
|
$
|
695
|
|
|
$
|
574
|
|
Increase related to rate changes
|
385
|
|
|
418
|
|
||
TWC Transaction
|
—
|
|
|
3,267
|
|
||
Bright House Transaction
|
—
|
|
|
572
|
|
||
|
$
|
1,080
|
|
|
$
|
4,831
|
|
|
2017 compared to 2016
|
||
Increase in average residential Internet customers
|
$
|
818
|
|
Increase related to rate changes
|
599
|
|
|
|
$
|
1,417
|
|
|
2018 compared to 2017
|
|
2017 compared to 2016
|
||||
Decrease related to rate changes
|
$
|
(408
|
)
|
|
$
|
(312
|
)
|
Increase (decrease) in average residential voice customers
|
(20
|
)
|
|
20
|
|
||
TWC Transaction
|
—
|
|
|
707
|
|
||
Bright House Transaction
|
—
|
|
|
122
|
|
||
|
$
|
(428
|
)
|
|
$
|
537
|
|
|
2017 compared to 2016
|
||
Decrease related to rate changes
|
$
|
(412
|
)
|
Increase in average residential voice customers
|
49
|
|
|
|
$
|
(363
|
)
|
|
2018 compared to 2017
|
|
2017 compared to 2016
|
||||
Increase in small and medium business customers
|
$
|
377
|
|
|
$
|
279
|
|
Decrease related to rate changes
|
(259
|
)
|
|
(109
|
)
|
||
TWC Transaction
|
—
|
|
|
860
|
|
||
Bright House Transaction
|
—
|
|
|
133
|
|
||
|
$
|
118
|
|
|
$
|
1,163
|
|
|
2017 compared to 2016
|
||
Increase in small and medium business customers
|
$
|
373
|
|
Decrease related to rate changes
|
(109
|
)
|
|
|
$
|
264
|
|
|
2018 compared to 2017
|
|
2017 compared to 2016
|
||||
Programming
|
$
|
528
|
|
|
$
|
3,562
|
|
Regulatory, connectivity and produced content
|
146
|
|
|
597
|
|
||
Costs to service customers
|
92
|
|
|
1,928
|
|
||
Marketing
|
6
|
|
|
900
|
|
||
Mobile
|
346
|
|
|
—
|
|
||
Other
|
201
|
|
|
899
|
|
||
|
$
|
1,319
|
|
|
$
|
7,886
|
|
|
2018 compared to 2017
|
|
2017 compared to 2016
|
||||
Advertising sales expense
|
$
|
99
|
|
|
$
|
242
|
|
Property tax and insurance
|
40
|
|
|
108
|
|
||
Stock compensation expense
|
24
|
|
|
17
|
|
||
Corporate costs
|
17
|
|
|
190
|
|
||
Enterprise
|
13
|
|
|
246
|
|
||
Other
|
8
|
|
|
96
|
|
||
|
$
|
201
|
|
|
$
|
899
|
|
|
2017 compared to 2016
|
||
Programming
|
$
|
982
|
|
Regulatory, connectivity and produced content
|
(29
|
)
|
|
Costs to service customers
|
(173
|
)
|
|
Marketing
|
72
|
|
|
Other
|
(165
|
)
|
|
|
$
|
687
|
|
|
2017 compared to 2016
|
||
Corporate costs
|
$
|
(174
|
)
|
Stock compensation expense
|
(34
|
)
|
|
Property tax and insurance
|
(22
|
)
|
|
Advertising sales expense
|
34
|
|
|
Enterprise
|
26
|
|
|
Other
|
5
|
|
|
|
$
|
(165
|
)
|
|
2018 compared to 2017
|
|
2017 compared to 2016
|
||||
Merger and restructuring costs
|
$
|
(254
|
)
|
|
$
|
(619
|
)
|
Special charges, net
|
74
|
|
|
(38
|
)
|
||
(Gain) loss on sale of assets, net
|
69
|
|
|
18
|
|
||
|
$
|
(111
|
)
|
|
$
|
(639
|
)
|
|
Years ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
Actual
|
||||||||||
Consolidated net income
|
$
|
1,506
|
|
|
$
|
10,115
|
|
|
$
|
3,745
|
|
Plus: Interest expense, net
|
3,540
|
|
|
3,090
|
|
|
2,499
|
|
|||
Income tax (benefit) expense
|
180
|
|
|
(9,087
|
)
|
|
(2,925
|
)
|
|||
Depreciation and amortization
|
10,318
|
|
|
10,588
|
|
|
6,907
|
|
|||
Stock compensation expense
|
285
|
|
|
261
|
|
|
244
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
40
|
|
|
111
|
|
|||
(Gain) loss on financial instruments, net
|
110
|
|
|
(69
|
)
|
|
(89
|
)
|
|||
Other pension benefits
|
(192
|
)
|
|
(1
|
)
|
|
(899
|
)
|
|||
Other, net
|
312
|
|
|
364
|
|
|
999
|
|
|||
Adjusted EBITDA
|
$
|
16,059
|
|
|
$
|
15,301
|
|
|
$
|
10,592
|
|
|
|
|
|
|
|
||||||
Net cash flows from operating activities
|
$
|
11,767
|
|
|
$
|
11,954
|
|
|
$
|
8,041
|
|
Less: Purchases of property, plant and equipment
|
(9,125
|
)
|
|
(8,681
|
)
|
|
(5,325
|
)
|
|||
Change in accrued expenses related to capital expenditures
|
(470
|
)
|
|
820
|
|
|
603
|
|
|||
Free cash flow
|
$
|
2,172
|
|
|
$
|
4,093
|
|
|
$
|
3,319
|
|
|
Year Ended December 31, 2016
|
||
|
Pro Forma
|
||
Consolidated net income
|
$
|
1,399
|
|
Plus: Interest expense, net
|
2,883
|
|
|
Income tax expense
|
498
|
|
|
Depreciation and amortization
|
9,555
|
|
|
Stock compensation expense
|
295
|
|
|
Loss on extinguishment of debt
|
111
|
|
|
Gain on financial instruments, net
|
(89
|
)
|
|
Other pension benefits
|
(915
|
)
|
|
Other, net
|
727
|
|
|
Adjusted EBITDA
|
$
|
14,464
|
|
|
2018 compared to 2017
|
|
2017 compared to 2016
|
||||
Increase in Adjusted EBITDA
|
$
|
758
|
|
|
$
|
4,709
|
|
Decrease in merger and restructuring costs
|
210
|
|
|
420
|
|
||
Decrease in working capital, excluding change in accrued interest, net of effects from acquisitions
|
(1,899
|
)
|
|
(361
|
)
|
||
Increase in cash paid for interest, net
|
(447
|
)
|
|
(761
|
)
|
||
Increase in capital expenditures
|
(444
|
)
|
|
(3,356
|
)
|
||
Other, net
|
(99
|
)
|
|
123
|
|
||
|
$
|
(1,921
|
)
|
|
$
|
774
|
|
|
|
Payments by Period
|
|||||||||||||||||||
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
|||||||||||
Long-Term Debt Principal Payments
(a)
|
|
$
|
71,961
|
|
|
$
|
3,457
|
|
|
$
|
6,114
|
|
|
$
|
11,847
|
|
|
$
|
50,543
|
|
|
Long-Term Debt Interest Payments
(b)
|
|
44,573
|
|
|
3,800
|
|
|
7,035
|
|
|
6,329
|
|
|
27,409
|
|
||||||
Capital and Operating Lease Obligations
(c)
|
|
1,611
|
|
|
296
|
|
|
479
|
|
|
332
|
|
|
504
|
|
||||||
Programming Minimum Commitments
(d)
|
|
191
|
|
|
124
|
|
|
67
|
|
|
—
|
|
|
—
|
|
||||||
Other
(e)
|
|
16,278
|
|
|
2,209
|
|
|
4,693
|
|
|
1,047
|
|
|
8,329
|
|
||||||
|
|
$
|
134,614
|
|
|
$
|
9,886
|
|
|
$
|
18,388
|
|
|
$
|
19,555
|
|
|
$
|
86,785
|
|
(a)
|
The table presents maturities of long-term debt outstanding as of
December 31, 2018
. Refer to Notes 8 and 19 to our accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data” for a description of our long-term debt and other contractual obligations and commitments.
|
(b)
|
Interest payments on variable debt are estimated using amounts outstanding at
December 31, 2018
and the average implied forward LIBOR rates applicable for the quarter during the interest rate reset based on the yield curve in effect at
December 31, 2018
. Actual interest payments will differ based on actual LIBOR rates and actual amounts outstanding for applicable periods.
|
(c)
|
We lease certain facilities and equipment under noncancelable capital and operating leases. Capital lease obligations represented
$111 million
of total capital and operating lease obligations as of
December 31, 2018
. Lease and rental costs charged to expense for the years ended
December 31, 2018
,
2017
and
2016
, were
$382 million
,
$321 million
and
$215 million
, respectively.
|
(d)
|
We pay programming fees under multi-year contracts typically based on a flat fee per customer, which may be fixed for the term, or may in some cases escalate over the term. Programming costs included in the accompanying statement of operations were approximately
$11.1 billion
,
$10.6 billion
and
$7.0 billion
, for the years ended
December 31, 2018
,
2017
and
2016
, respectively. Certain of our programming agreements are based on a flat fee per month or have guaranteed minimum payments. The table sets forth the aggregate guaranteed minimum commitments under our programming contracts.
|
(e)
|
“Other” represents other guaranteed minimum commitments, including rights negotiated directly with content owners for distribution on company-owned channels or networks, commitments related to our role as an advertising and distribution
|
•
|
We rent utility poles used in our operations. Generally, pole rentals are cancelable on short notice, but we anticipate that such rentals will recur. Rent expense incurred for pole rental attachments for the years ended
December 31, 2018
,
2017
and
2016
was
$171 million
,
$167 million
and
$115 million
, respectively.
|
•
|
We pay franchise fees under multi-year franchise agreements based on a percentage of revenues generated from video service per year. We also pay other franchise related costs, such as public education grants, under multi-year agreements. Franchise fees and other franchise-related costs included in the accompanying statement of operations were
$747 million
,
$705 million
and
$534 million
for the years ended
December 31, 2018
,
2017
and
2016
, respectively.
|
•
|
We have
$358 million
in letters of credit, of which
$138 million
is secured under the Charter Operating credit facility, primarily to our various casualty carriers as collateral for reimbursement of workers' compensation, auto liability and general liability claims.
|
•
|
Minimum pension funding requirements have not been presented in the table above as such amounts have not been determined beyond
2018
. We made no cash contributions to the qualified pension plans in
2018
; however, we are permitted to make discretionary cash contributions to the qualified pension plans in
2019
. For the nonqualified pension plan, we contributed
$6 million
during
2018
and will continue to make contributions in
2019
to the extent benefits are paid.
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
Actual
|
||||||||||
Customer premise equipment
(a)
|
$
|
3,124
|
|
|
$
|
3,385
|
|
|
$
|
1,864
|
|
Scalable infrastructure
(b)
|
2,227
|
|
|
2,007
|
|
|
1,390
|
|
|||
Line extensions
(c)
|
1,373
|
|
|
1,176
|
|
|
721
|
|
|||
Upgrade/rebuild
(d)
|
704
|
|
|
572
|
|
|
456
|
|
|||
Support capital
(e)
|
1,697
|
|
|
1,541
|
|
|
894
|
|
|||
Total capital expenditures
|
$
|
9,125
|
|
|
$
|
8,681
|
|
|
$
|
5,325
|
|
|
|
|
|
|
|
||||||
Capital expenditures included in total related to:
|
|
|
|
|
|
||||||
Commercial services
|
$
|
1,313
|
|
|
$
|
1,305
|
|
|
$
|
824
|
|
All-digital transition
|
$
|
344
|
|
|
$
|
122
|
|
|
$
|
—
|
|
Mobile
|
$
|
242
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year ended December 31, 2016
|
||
|
Pro Forma
|
||
Customer premise equipment
(a)
|
$
|
2,761
|
|
Scalable infrastructure
(b)
|
2,009
|
|
|
Line extensions
(c)
|
1,005
|
|
|
Upgrade/rebuild
(d)
|
610
|
|
|
Support capital
(e)
|
1,160
|
|
|
Total capital expenditures
|
$
|
7,545
|
|
(a)
|
Customer premise equipment includes costs incurred at the customer residence to secure new customers and revenue generating units, including 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).
|
|
December 31, 2018
|
|
|
|
|
||||||
|
Principal Amount
|
|
Accreted Value
(a)
|
|
Interest Payment Dates
|
|
Maturity Date
(b)
|
||||
CCO Holdings, LLC:
|
|
|
|
|
|
|
|
||||
5.250% senior notes due 2021
|
$
|
500
|
|
|
$
|
498
|
|
|
3/15 & 9/15
|
|
3/15/2021
|
5.250% senior notes due 2022
|
1,250
|
|
|
1,238
|
|
|
3/30 & 9/30
|
|
9/30/2022
|
||
5.125% senior notes due 2023
|
1,000
|
|
|
994
|
|
|
2/15 & 8/15
|
|
2/15/2023
|
||
4.000% senior notes due 2023
|
500
|
|
|
496
|
|
|
3/1 & 9/1
|
|
3/1/2023
|
||
5.125% senior notes due 2023
|
1,150
|
|
|
1,144
|
|
|
5/1 & 11/1
|
|
5/1/2023
|
||
5.750% senior notes due 2023
|
500
|
|
|
497
|
|
|
3/1 & 9/1
|
|
9/1/2023
|
||
5.750% senior notes due 2024
|
1,000
|
|
|
993
|
|
|
1/15 & 7/15
|
|
1/15/2024
|
||
5.875% senior notes due 2024
|
1,700
|
|
|
1,688
|
|
|
4/1 & 10/1
|
|
4/1/2024
|
||
5.375% senior notes due 2025
|
750
|
|
|
745
|
|
|
5/1 & 11/1
|
|
5/1/2025
|
||
5.750% senior notes due 2026
|
2,500
|
|
|
2,467
|
|
|
2/15 & 8/15
|
|
2/15/2026
|
||
5.500% senior notes due 2026
|
1,500
|
|
|
1,490
|
|
|
5/1 & 11/1
|
|
5/1/2026
|
||
5.875% senior notes due 2027
|
800
|
|
|
795
|
|
|
5/1 & 11/1
|
|
5/1/2027
|
||
5.125% senior notes due 2027
|
3,250
|
|
|
3,219
|
|
|
5/1 & 11/1
|
|
5/1/2027
|
||
5.000% senior notes due 2028
|
2,500
|
|
|
2,466
|
|
|
2/1 & 8/1
|
|
2/1/2028
|
||
Charter Communications Operating, LLC:
|
|
|
|
|
|
|
|
||||
3.579% senior notes due 2020
|
2,000
|
|
|
1,992
|
|
|
1/23 & 7/23
|
|
7/23/2020
|
||
4.464% senior notes due 2022
|
3,000
|
|
|
2,982
|
|
|
1/23 & 7/23
|
|
7/23/2022
|
||
Senior floating rate notes due 2024
|
900
|
|
|
903
|
|
|
2/1, 5/1, 8/1 & 11/1
|
|
2/1/2024
|
||
4.500% senior notes due 2024
|
1,100
|
|
|
1,091
|
|
|
2/1 & 8/1
|
|
2/1/2024
|
||
4.908% senior notes due 2025
|
4,500
|
|
|
4,466
|
|
|
1/23 & 7/23
|
|
7/23/2025
|
||
3.750% senior notes due 2028
|
1,000
|
|
|
986
|
|
|
2/15 & 8/15
|
|
2/15/2028
|
||
4.200% senior notes due 2028
|
1,250
|
|
|
1,240
|
|
|
3/15 & 9/15
|
|
3/15/2028
|
||
6.384% senior notes due 2035
|
2,000
|
|
|
1,982
|
|
|
4/23 & 10/23
|
|
10/23/2035
|
||
5.375% senior notes due 2038
|
800
|
|
|
785
|
|
|
4/1 & 10/1
|
|
4/1/2038
|
||
6.484% senior notes due 2045
|
3,500
|
|
|
3,467
|
|
|
4/23 & 10/23
|
|
10/23/2045
|
||
5.375% senior notes due 2047
|
2,500
|
|
|
2,506
|
|
|
5/1 & 11/1
|
|
5/1/2047
|
||
5.750% senior notes due 2048
|
1,700
|
|
|
1,683
|
|
|
4/1 & 10/1
|
|
4/1/2048
|
||
6.834% senior notes due 2055
|
500
|
|
|
495
|
|
|
4/23 & 10/23
|
|
10/23/2055
|
||
Credit facilities
|
10,038
|
|
|
9,959
|
|
|
|
|
Varies
|
||
Time Warner Cable, LLC:
|
|
|
|
|
|
|
|
||||
8.750% senior notes due 2019
|
1,250
|
|
|
1,260
|
|
|
2/14 & 8/14
|
|
2/14/2019
|
||
8.250% senior notes due 2019
|
2,000
|
|
|
2,030
|
|
|
4/1 & 10/1
|
|
4/1/2019
|
||
5.000% senior notes due 2020
|
1,500
|
|
|
1,541
|
|
|
2/1 & 8/1
|
|
2/1/2020
|
||
4.125% senior notes due 2021
|
700
|
|
|
721
|
|
|
2/15 & 8/15
|
|
2/15/2021
|
||
4.000% senior notes due 2021
|
1,000
|
|
|
1,033
|
|
|
3/1 & 9/1
|
|
9/1/2021
|
||
5.750% sterling senior notes due 2031
(c)
|
796
|
|
|
855
|
|
|
6/2
|
|
6/2/2031
|
||
6.550% senior debentures due 2037
|
1,500
|
|
|
1,680
|
|
|
5/1 & 11/1
|
|
5/1/2037
|
||
7.300% senior debentures due 2038
|
1,500
|
|
|
1,780
|
|
|
1/1 & 7/1
|
|
7/1/2038
|
||
6.750% senior debentures due 2039
|
1,500
|
|
|
1,719
|
|
|
6/15 & 12/15
|
|
6/15/2039
|
||
5.875% senior debentures due 2040
|
1,200
|
|
|
1,256
|
|
|
5/15 & 11/15
|
|
11/15/2040
|
||
5.500% senior debentures due 2041
|
1,250
|
|
|
1,258
|
|
|
3/1 & 9/1
|
|
9/1/2041
|
||
5.250% sterling senior notes due 2042
(d)
|
827
|
|
|
798
|
|
|
7/15
|
|
7/15/2042
|
4.500% senior debentures due 2042
|
1,250
|
|
|
1,140
|
|
|
3/15 & 9/15
|
|
9/15/2042
|
||
Time Warner Cable Enterprises LLC:
|
|
|
|
|
|
|
|
||||
8.375% senior debentures due 2023
|
1,000
|
|
|
1,191
|
|
|
3/15 & 9/15
|
|
3/15/2023
|
||
8.375% senior debentures due 2033
|
1,000
|
|
|
1,298
|
|
|
7/15 & 1/15
|
|
7/15/2033
|
||
|
$
|
71,961
|
|
|
$
|
72,827
|
|
|
|
|
|
(a)
|
The accreted values presented in the table above represent the principal amount of the debt adjusted for original issue discount or premium at the time of sale, deferred financing costs, and, in regards to the Legacy TWC debt assumed, fair value premium adjustments as a result of applying acquisition accounting plus the accretion of those amounts to the balance sheet date. However, the amount that is currently payable if the debt becomes immediately due is equal to the principal amount of the debt. In regards to the Sterling Notes, the principal amount of the debt and any premium or discount is remeasured into US dollars as of each balance sheet date. We have availability under our credit facilities of approximately
$2.8 billion
as of
December 31, 2018
.
|
(b)
|
In general, the obligors have the right to redeem all of the notes set forth in the above table in whole or in part at their option, beginning at various times prior to their stated maturity dates, subject to certain conditions, upon the payment of the outstanding principal amount (plus a specified redemption premium) and all accrued and unpaid interest.
|
(c)
|
Principal amount includes
£625 million
valued at
$796 million
as of
December 31, 2018
using the exchange rate as of
December 31, 2018
.
|
(d)
|
Principal amount includes
£650 million
valued at
$827 million
as of
December 31, 2018
using the exchange rate as of
December 31, 2018
.
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed Rate
|
|
$
|
3,250
|
|
|
$
|
3,500
|
|
|
$
|
2,200
|
|
|
$
|
4,250
|
|
|
$
|
4,150
|
|
|
$
|
43,673
|
|
|
$
|
61,023
|
|
|
$
|
60,204
|
|
Average Interest Rate
|
|
8.44
|
%
|
|
4.19
|
%
|
|
4.32
|
%
|
|
4.70
|
%
|
|
5.85
|
%
|
|
5.65
|
%
|
|
5.61
|
%
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable Rate
|
|
$
|
207
|
|
|
$
|
207
|
|
|
$
|
207
|
|
|
$
|
207
|
|
|
$
|
3,240
|
|
|
$
|
6,870
|
|
|
$
|
10,938
|
|
|
$
|
10,491
|
|
Average Interest Rate
|
|
4.19
|
%
|
|
4.01
|
%
|
|
3.94
|
%
|
|
3.96
|
%
|
|
3.91
|
%
|
|
4.52
|
%
|
|
4.30
|
%
|
|
|
(a)
|
The following documents are filed as part of this annual report:
|
(1)
|
Financial Statements.
|
(2)
|
Financial Statement Schedules.
|
(3)
|
The index to the exhibits begins on page E-1 of this annual report.
|
|
|
CHARTER COMMUNICATIONS, INC.,
|
||
|
|
Registrant
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ Thomas M. Rutledge
|
|
|
|
|
Thomas M. Rutledge
|
|
|
|
|
Chairman and Chief Executive Officer
|
Date: January 31, 2019
|
|
|
|
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Thomas M. Rutledge
Thomas M. Rutledge |
Chairman, Chief Executive Officer, Director
(Principal Executive Officer) |
January 31, 2019
|
|
|
|
/s/ Christopher L. Winfrey
Christopher L. Winfrey |
Chief Financial Officer (Principal Financial Officer)
|
January 31, 2019
|
|
|
|
/s/ Kevin D. Howard
Kevin D. Howard |
Senior Vice President – Finance, Controller and Chief Accounting Officer (Principal Accounting Officer)
|
January 31, 2019
|
|
|
|
/s/ Eric L. Zinterhofer
Eric L. Zinterhofer |
Director
|
January 31, 2019
|
|
|
|
/s/ W. Lance Conn
W. Lance Conn |
Director
|
January 31, 2019
|
|
|
|
/s/ Kim C. Goodman
Kim C. Goodman |
Director
|
January 31, 2019
|
|
|
|
/s/ Craig A. Jacobson
Craig A. Jacobson |
Director
|
January 31, 2019
|
|
|
|
/s/ Gregory Maffei
Gregory Maffei |
Director
|
January 31, 2019
|
|
|
|
/s/ John D. Markley, Jr.
John D. Markley, Jr. |
Director
|
January 31, 2019
|
|
|
|
/s/ David C. Merritt
David C. Merritt |
Director
|
January 31, 2019
|
|
|
|
/s/ James E. Meyer
James E. Meyer |
Director
|
January 31, 2019
|
|
|
|
/s/ Steven Miron
Steven Miron |
Director
|
January 31, 2019
|
|
|
|
/s/ Balan Nair
Balan Nair |
Director
|
January 31, 2019
|
|
|
|
/s/ Michael Newhouse
Michael Newhouse |
Director
|
January 31, 2019
|
|
|
|
/s/ Mauricio Ramos
Mauricio Ramos |
Director
|
January 31, 2019
|
Exhibit
|
|
Description
|
|
|
|
2.1
|
|
|
2.2
|
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
4.1(a)
|
|
|
4.1(b)
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
10.6
|
|
|
10.7
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
10.21
|
|
|
10.22
|
|
|
10.23
|
|
|
10.24
|
|
|
10.25
|
|
|
10.26
|
|
|
10.27
|
|
|
10.28
|
|
|
10.29
|
|
|
10.30
|
|
|
10.31
|
|
|
10.32
|
|
|
10.33
|
|
10.34
|
|
|
10.35
|
|
|
10.36
|
|
|
10.37
|
|
|
10.38
|
|
|
10.39
|
|
|
10.40
|
|
|
10.41
|
|
|
10.42
|
|
|
10.43
|
|
|
10.44
|
|
|
10.45
|
|
|
10.46
|
|
|
10.47
|
|
|
10.48
|
|
|
10.49
|
|
|
10.50
|
|
|
10.51
|
|
Indenture, dated as of April 30, 1992 (the “TWCE Indenture”), as amended by the First Supplemental Indenture, dated as of June 30, 1992, among Time Warner Entertainment Company, L.P. (“TWE”), Time Warner Companies, Inc. (“TWCI”), certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibits 10(g) and 10(h) to TWCI’s current report on Form 8-K dated June 26, 1992 and filed with the SEC on July 15, 1992 (File No. 1-8637)). (P)
|
10.52
|
|
Second Supplemental Indenture to the TWCE Indenture, dated as of December 9, 1992, among TWE, TWCI, certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.2 to Amendment No. 1 to TWE’s Registration Statement on Form S-4 dated and filed with the SEC on October 25, 1993 (Registration No. 33-67688) (the “TWE October 25, 1993 Registration Statement”)). (P)
|
10.53
|
|
Third Supplemental Indenture to the TWCE Indenture, dated as of October 12, 1993, among TWE, TWCI, certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.3 to the TWE October 25, 1993 Registration Statement). (P)
|
10.54
|
|
Fourth Supplemental Indenture to the TWCE Indenture, dated as of March 29, 1994, among TWE, TWCI, certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.4 to TWE’s Annual Report on Form 10-K for the year ended December 31, 1993 and filed with the SEC on March 30, 1994 (File No. 1-12878)). (P)
|
10.55
|
|
Fifth Supplemental Indenture to the TWCE Indenture, dated as of December 28, 1994, among TWE, TWCI, certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.5 to TWE’s Annual Report on Form 10-K for the year ended December 31, 1994 and filed with the SEC on March 30, 1995 (File No. 1-12878)). (P)
|
10.56
|
|
|
10.57
|
|
|
10.58
|
|
|
10.59
|
|
|
10.60
|
|
10.61
|
|
|
10.62
|
|
|
10.63
|
|
|
10.64
|
|
|
10.65
|
|
|
10.66
|
|
|
10.67
|
|
|
10.68
|
|
|
10.69
|
|
|
10.70
|
|
|
10.71
|
|
|
10.72
|
|
|
10.73
|
|
|
10.74
|
|
|
10.75
|
|
|
10.76
|
|
|
10.77
|
|
|
10.78
|
|
|
10.79
|
|
|
10.80
|
|
10.81
|
|
|
10.82
|
|
|
10.83
|
|
|
10.84
|
|
|
10.85
|
|
|
10.86(a)
|
|
|
10.86(b)
|
|
|
10.86(c)
|
|
|
10.86(d)
|
|
|
10.87
|
|
|
10.88
|
|
|
10.89
|
|
|
10.90
|
|
|
10.91
|
|
|
10.92
|
|
10.93
|
|
|
10.94
|
|
|
10.95
|
|
|
10.96
|
|
|
10.97+
|
|
|
10.98+
|
|
|
10.99+
|
|
|
10.100+
|
|
|
10.101+
|
|
|
10.102+
|
|
|
10.103+
|
|
|
10.104+
|
|
|
10.105+
|
|
|
10.106+
|
|
|
10.107+
|
|
|
10.108+
|
|
|
10.109+
|
|
|
10.110(a)+
|
|
|
10.110(b)+
|
|
|
10.110(c)+
|
|
10.111(a)+
|
|
|
10.111(b)+
|
|
|
10.111(c)+
|
|
|
10.112+
|
|
|
10.113+
|
|
|
10.114+
|
|
|
10.115+
|
|
|
10.116+
|
|
|
10.117+
|
|
|
10.118+
|
|
|
10.119+
|
|
|
10.120+
|
|
|
10.121+
|
|
|
10.122
|
|
|
10.123
|
|
|
21.1*
|
|
|
23.1*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
32.2*
|
|
101
|
|
The following financial information from the Annual Report of Charter Communications, Inc. on Form 10-K for the year ended December 31, 2018, filed with the SEC on January 31, 2019, formatted in eXtensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders’ Equity (Deficit), (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
|
|
Page
|
|
|
Audited Financial Statements
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
551
|
|
|
$
|
621
|
|
Accounts receivable, less allowance for doubtful accounts of
|
|
|
|
||||
$129 and $113, respectively
|
1,733
|
|
|
1,635
|
|
||
Prepaid expenses and other current assets
|
446
|
|
|
299
|
|
||
Total current assets
|
2,730
|
|
|
2,555
|
|
||
|
|
|
|
||||
RESTRICTED CASH
|
214
|
|
|
—
|
|
||
|
|
|
|
||||
INVESTMENT IN CABLE PROPERTIES:
|
|
|
|
||||
Property, plant and equipment, net of accumulated
|
|
|
|
||||
depreciation of $23,075 and $18,077, respectively
|
35,126
|
|
|
33,888
|
|
||
Customer relationships, net
|
9,565
|
|
|
11,951
|
|
||
Franchises
|
67,319
|
|
|
67,319
|
|
||
Goodwill
|
29,554
|
|
|
29,554
|
|
||
Total investment in cable properties, net
|
141,564
|
|
|
142,712
|
|
||
|
|
|
|
||||
OTHER NONCURRENT ASSETS
|
1,622
|
|
|
1,356
|
|
||
|
|
|
|
||||
Total assets
|
$
|
146,130
|
|
|
$
|
146,623
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
8,805
|
|
|
$
|
9,045
|
|
Current portion of long-term debt
|
3,290
|
|
|
2,045
|
|
||
Total current liabilities
|
12,095
|
|
|
11,090
|
|
||
|
|
|
|
||||
LONG-TERM DEBT
|
69,537
|
|
|
68,186
|
|
||
DEFERRED INCOME TAXES
|
17,389
|
|
|
17,314
|
|
||
OTHER LONG-TERM LIABILITIES
|
2,837
|
|
|
2,502
|
|
||
|
|
|
|
||||
SHAREHOLDERS’ EQUITY:
|
|
|
|
||||
Class A common stock; $.001 par value; 900 million shares authorized;
|
|
|
|
||||
225,353,807 and 238,506,059 shares issued and outstanding, respectively
|
—
|
|
|
—
|
|
||
Class B common stock; $.001 par value; 1,000 shares authorized;
|
|
|
|
||||
1 share issued and outstanding
|
—
|
|
|
—
|
|
||
Preferred stock; $.001 par value; 250 million shares authorized;
|
|
|
|
||||
no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
33,507
|
|
|
35,253
|
|
||
Retained earnings
|
2,780
|
|
|
3,832
|
|
||
Accumulated other comprehensive loss
|
(2
|
)
|
|
(1
|
)
|
||
Total Charter shareholders’ equity
|
36,285
|
|
|
39,084
|
|
||
Noncontrolling interests
|
7,987
|
|
|
8,447
|
|
||
Total shareholders’ equity
|
44,272
|
|
|
47,531
|
|
||
|
|
|
|
||||
Total liabilities and shareholders’ equity
|
$
|
146,130
|
|
|
$
|
146,623
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Consolidated net income
|
$
|
1,506
|
|
|
$
|
10,115
|
|
|
$
|
3,745
|
|
Net impact of interest rate derivative instruments
|
—
|
|
|
5
|
|
|
8
|
|
|||
Foreign currency translation adjustment
|
(1
|
)
|
|
1
|
|
|
(2
|
)
|
|||
Consolidated comprehensive income
|
1,505
|
|
|
10,121
|
|
|
3,751
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
(276
|
)
|
|
(220
|
)
|
|
(223
|
)
|
|||
Comprehensive income attributable to Charter shareholders
|
$
|
1,229
|
|
|
$
|
9,901
|
|
|
$
|
3,528
|
|
|
Class A Common Stock
|
Class B Common Stock
|
Additional Paid-in Capital
|
Retained Earnings (Accumulated Deficit)
|
Accumulated Other Comprehensive Loss
|
Total Charter Shareholders’ Equity (Deficit)
|
Non-controlling Interests
|
Total Shareholders’ Equity (Deficit)
|
||||||||||||||||
BALANCE, December 31, 2015
|
$
|
—
|
|
$
|
—
|
|
$
|
2,028
|
|
$
|
(2,061
|
)
|
$
|
(13
|
)
|
$
|
(46
|
)
|
$
|
—
|
|
$
|
(46
|
)
|
Consolidated net income
|
—
|
|
—
|
|
—
|
|
3,522
|
|
—
|
|
3,522
|
|
223
|
|
3,745
|
|
||||||||
Stock compensation expense
|
—
|
|
—
|
|
244
|
|
—
|
|
—
|
|
244
|
|
—
|
|
244
|
|
||||||||
Accelerated vesting of equity awards
|
—
|
|
—
|
|
248
|
|
—
|
|
—
|
|
248
|
|
—
|
|
248
|
|
||||||||
Settlement of restricted stock units
|
—
|
|
—
|
|
(59
|
)
|
—
|
|
—
|
|
(59
|
)
|
—
|
|
(59
|
)
|
||||||||
Exercise of stock options
|
—
|
|
—
|
|
86
|
|
—
|
|
—
|
|
86
|
|
—
|
|
86
|
|
||||||||
Changes in accumulated other comprehensive loss, net
|
—
|
|
—
|
|
—
|
|
—
|
|
6
|
|
6
|
|
—
|
|
6
|
|
||||||||
Purchases and retirement of treasury stock
|
—
|
|
—
|
|
(834
|
)
|
(728
|
)
|
—
|
|
(1,562
|
)
|
—
|
|
(1,562
|
)
|
||||||||
Issuance of shares to Liberty Broadband for cash
|
—
|
|
—
|
|
5,000
|
|
—
|
|
—
|
|
5,000
|
|
—
|
|
5,000
|
|
||||||||
Converted TWC awards in the TWC Transaction
|
—
|
|
—
|
|
514
|
|
—
|
|
—
|
|
514
|
|
—
|
|
514
|
|
||||||||
Issuance of shares in TWC Transaction
|
—
|
|
—
|
|
32,164
|
|
—
|
|
—
|
|
32,164
|
|
—
|
|
32,164
|
|
||||||||
Issuance of subsidiary equity in Bright House Transaction
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
10,134
|
|
10,134
|
|
||||||||
Partnership formation and change in ownership, net of tax
|
—
|
|
—
|
|
(364
|
)
|
—
|
|
—
|
|
(364
|
)
|
589
|
|
225
|
|
||||||||
Purchase of noncontrolling interest, net of tax
|
—
|
|
—
|
|
(19
|
)
|
—
|
|
—
|
|
(19
|
)
|
(187
|
)
|
(206
|
)
|
||||||||
Exchange of Charter Holdings units held by A/N, net of tax and TRA effects
|
—
|
|
—
|
|
405
|
|
—
|
|
—
|
|
405
|
|
(460
|
)
|
(55
|
)
|
||||||||
Distributions to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(96
|
)
|
(96
|
)
|
||||||||
Noncontrolling interests assumed in acquisitions
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24
|
|
24
|
|
||||||||
BALANCE, December 31, 2016
|
—
|
|
—
|
|
39,413
|
|
733
|
|
(7
|
)
|
40,139
|
|
10,227
|
|
50,366
|
|
||||||||
Consolidated net income
|
—
|
|
—
|
|
—
|
|
9,895
|
|
—
|
|
9,895
|
|
220
|
|
10,115
|
|
||||||||
Stock compensation expense
|
—
|
|
—
|
|
261
|
|
—
|
|
—
|
|
261
|
|
—
|
|
261
|
|
||||||||
Accelerated vesting of equity awards
|
—
|
|
—
|
|
49
|
|
—
|
|
—
|
|
49
|
|
—
|
|
49
|
|
||||||||
Exercise of stock options
|
—
|
|
—
|
|
116
|
|
—
|
|
—
|
|
116
|
|
—
|
|
116
|
|
||||||||
Changes in accumulated other comprehensive loss, net
|
—
|
|
—
|
|
—
|
|
—
|
|
6
|
|
6
|
|
—
|
|
6
|
|
||||||||
Cumulative effect of accounting change
|
—
|
|
—
|
|
9
|
|
131
|
|
—
|
|
140
|
|
—
|
|
140
|
|
||||||||
Purchases and retirement of treasury stock
|
—
|
|
—
|
|
(4,788
|
)
|
(6,927
|
)
|
—
|
|
(11,715
|
)
|
—
|
|
(11,715
|
)
|
||||||||
Purchase of noncontrolling interest, net of tax
|
—
|
|
—
|
|
(295
|
)
|
—
|
|
—
|
|
(295
|
)
|
(1,187
|
)
|
(1,482
|
)
|
||||||||
Exchange of Charter Holdings units held by A/N, net of tax and TRA effects
|
—
|
|
—
|
|
265
|
|
—
|
|
—
|
|
265
|
|
(298
|
)
|
(33
|
)
|
||||||||
Change in noncontrolling interest ownership, net of tax
|
—
|
|
—
|
|
223
|
|
—
|
|
—
|
|
223
|
|
(362
|
)
|
(139
|
)
|
||||||||
Distributions to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(153
|
)
|
(153
|
)
|
||||||||
BALANCE, December 31, 2017
|
—
|
|
—
|
|
35,253
|
|
3,832
|
|
(1
|
)
|
39,084
|
|
8,447
|
|
47,531
|
|
||||||||
Consolidated net income
|
—
|
|
—
|
|
—
|
|
1,230
|
|
—
|
|
1,230
|
|
276
|
|
1,506
|
|
||||||||
Stock compensation expense
|
—
|
|
—
|
|
285
|
|
—
|
|
—
|
|
285
|
|
—
|
|
285
|
|
||||||||
Accelerated vesting of equity awards
|
—
|
|
—
|
|
5
|
|
—
|
|
—
|
|
5
|
|
—
|
|
5
|
|
||||||||
Exercise of stock options
|
—
|
|
—
|
|
69
|
|
—
|
|
—
|
|
69
|
|
—
|
|
69
|
|
||||||||
Changes in accumulated other comprehensive loss, net
|
—
|
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
(1
|
)
|
—
|
|
(1
|
)
|
||||||||
Cumulative effect of accounting changes
|
—
|
|
—
|
|
—
|
|
62
|
|
—
|
|
62
|
|
7
|
|
69
|
|
||||||||
Purchases and retirement of treasury stock
|
—
|
|
—
|
|
(2,055
|
)
|
(2,344
|
)
|
—
|
|
(4,399
|
)
|
—
|
|
(4,399
|
)
|
||||||||
Purchase of noncontrolling interest, net of tax
|
—
|
|
—
|
|
(104
|
)
|
—
|
|
—
|
|
(104
|
)
|
(518
|
)
|
(622
|
)
|
||||||||
Change in noncontrolling interest ownership, net of tax
|
—
|
|
—
|
|
54
|
|
—
|
|
—
|
|
54
|
|
(72
|
)
|
(18
|
)
|
||||||||
Distributions to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(153
|
)
|
(153
|
)
|
||||||||
BALANCE, December 31, 2018
|
$
|
—
|
|
$
|
—
|
|
$
|
33,507
|
|
$
|
2,780
|
|
$
|
(2
|
)
|
$
|
36,285
|
|
$
|
7,987
|
|
$
|
44,272
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Consolidated net income
|
$
|
1,506
|
|
|
$
|
10,115
|
|
|
$
|
3,745
|
|
Adjustments to reconcile consolidated net income to net cash flows from operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
10,318
|
|
|
10,588
|
|
|
6,907
|
|
|||
Stock compensation expense
|
285
|
|
|
261
|
|
|
244
|
|
|||
Accelerated vesting of equity awards
|
5
|
|
|
49
|
|
|
248
|
|
|||
Noncash interest income, net
|
(307
|
)
|
|
(370
|
)
|
|
(256
|
)
|
|||
Other pension benefits
|
(192
|
)
|
|
(1
|
)
|
|
(899
|
)
|
|||
Loss on extinguishment of debt
|
—
|
|
|
40
|
|
|
111
|
|
|||
(Gain) loss on financial instruments, net
|
110
|
|
|
(69
|
)
|
|
(89
|
)
|
|||
Deferred income taxes
|
110
|
|
|
(9,116
|
)
|
|
(2,958
|
)
|
|||
Other, net
|
175
|
|
|
16
|
|
|
8
|
|
|||
Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(98
|
)
|
|
(84
|
)
|
|
(160
|
)
|
|||
Prepaid expenses and other assets
|
(270
|
)
|
|
76
|
|
|
111
|
|
|||
Accounts payable, accrued liabilities and other
|
125
|
|
|
449
|
|
|
1,029
|
|
|||
Net cash flows from operating activities
|
11,767
|
|
|
11,954
|
|
|
8,041
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(9,125
|
)
|
|
(8,681
|
)
|
|
(5,325
|
)
|
|||
Change in accrued expenses related to capital expenditures
|
(470
|
)
|
|
820
|
|
|
603
|
|
|||
Purchases of cable systems, net
|
—
|
|
|
(9
|
)
|
|
(28,810
|
)
|
|||
Real estate investments through variable interest entities
|
(21
|
)
|
|
(105
|
)
|
|
—
|
|
|||
Other, net
|
(120
|
)
|
|
(123
|
)
|
|
(22
|
)
|
|||
Net cash flows from investing activities
|
(9,736
|
)
|
|
(8,098
|
)
|
|
(33,554
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Borrowings of long-term debt
|
13,820
|
|
|
25,276
|
|
|
12,344
|
|
|||
Repayments of long-term debt
|
(10,769
|
)
|
|
(16,507
|
)
|
|
(10,521
|
)
|
|||
Payments for debt issuance costs
|
(29
|
)
|
|
(111
|
)
|
|
(284
|
)
|
|||
Issuance of equity
|
—
|
|
|
—
|
|
|
5,000
|
|
|||
Purchase of treasury stock
|
(4,399
|
)
|
|
(11,715
|
)
|
|
(1,562
|
)
|
|||
Proceeds from exercise of stock options
|
69
|
|
|
116
|
|
|
86
|
|
|||
Settlement of restricted stock units
|
—
|
|
|
—
|
|
|
(59
|
)
|
|||
Purchase of noncontrolling interest
|
(656
|
)
|
|
(1,665
|
)
|
|
(218
|
)
|
|||
Distributions to noncontrolling interest
|
(153
|
)
|
|
(153
|
)
|
|
(96
|
)
|
|||
Borrowings for real estate investments through variable interest entities
|
342
|
|
|
—
|
|
|
—
|
|
|||
Distributions to variable interest entities noncontrolling interest
|
(107
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from termination of interest rate derivatives
|
—
|
|
|
—
|
|
|
88
|
|
|||
Other, net
|
(5
|
)
|
|
(11
|
)
|
|
1
|
|
|||
Net cash flows from financing activities
|
(1,887
|
)
|
|
(4,770
|
)
|
|
4,779
|
|
|||
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
144
|
|
|
(914
|
)
|
|
(20,734
|
)
|
|||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period
|
621
|
|
|
1,535
|
|
|
22,269
|
|
|||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period
|
$
|
765
|
|
|
$
|
621
|
|
|
$
|
1,535
|
|
|
|
|
|
|
|
||||||
CASH PAID FOR INTEREST
|
$
|
3,865
|
|
|
$
|
3,421
|
|
|
$
|
2,685
|
|
CASH PAID FOR TAXES
|
$
|
45
|
|
|
$
|
41
|
|
|
$
|
63
|
|
|
Year Ended December 31, 2016
|
||
|
(unaudited)
|
||
Revenues
|
$
|
40,023
|
|
Net income attributable to Charter shareholders
|
$
|
1,070
|
|
Earnings per common share attributable to Charter shareholders:
|
|
||
Basic
|
$
|
3.97
|
|
Diluted
|
$
|
3.91
|
|
Cable distribution systems
|
|
8-21 years
|
Customer premise equipment and installations
|
|
3-8 years
|
Vehicles and equipment
|
|
4-9 years
|
Buildings and improvements
|
|
15-40 years
|
Furniture, fixtures and equipment
|
|
2-10 years
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Video
|
$
|
17,348
|
|
|
$
|
16,621
|
|
|
$
|
11,955
|
|
Internet
|
15,181
|
|
|
14,101
|
|
|
9,270
|
|
|||
Voice
|
2,114
|
|
|
2,542
|
|
|
2,005
|
|
|||
Residential revenue
|
34,643
|
|
|
33,264
|
|
|
23,230
|
|
|||
|
|
|
|
|
|
||||||
Small and medium business
|
3,665
|
|
|
3,547
|
|
|
2,384
|
|
|||
Enterprise
|
2,528
|
|
|
2,373
|
|
|
1,539
|
|
|||
Commercial revenue
|
6,193
|
|
|
5,920
|
|
|
3,923
|
|
|||
|
|
|
|
|
|
||||||
Advertising sales
|
1,785
|
|
|
1,510
|
|
|
1,235
|
|
|||
Mobile
|
106
|
|
|
—
|
|
|
—
|
|
|||
Other
|
907
|
|
|
887
|
|
|
615
|
|
|||
|
$
|
43,634
|
|
|
$
|
41,581
|
|
|
$
|
29,003
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Balance, beginning of period
|
$
|
113
|
|
|
$
|
124
|
|
|
$
|
21
|
|
Charged to expense
|
570
|
|
|
469
|
|
|
328
|
|
|||
Uncollected balances written off, net of recoveries
|
(554
|
)
|
|
(480
|
)
|
|
(225
|
)
|
|||
Balance, end of period
|
$
|
129
|
|
|
$
|
113
|
|
|
$
|
124
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Cable distribution systems
|
|
$
|
29,573
|
|
|
$
|
26,104
|
|
Customer premise equipment and installations
|
|
17,100
|
|
|
15,909
|
|
||
Vehicles and equipment
|
|
1,724
|
|
|
1,501
|
|
||
Buildings and improvements
|
|
4,360
|
|
|
3,901
|
|
||
Furniture, fixtures and equipment
|
|
5,444
|
|
|
4,550
|
|
||
|
|
58,201
|
|
|
51,965
|
|
||
Less: accumulated depreciation
|
|
(23,075
|
)
|
|
(18,077
|
)
|
||
|
|
$
|
35,126
|
|
|
$
|
33,888
|
|
|
|
December 31,
|
||||||||||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||||||||||
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Franchises
|
|
$
|
67,319
|
|
|
$
|
—
|
|
|
$
|
67,319
|
|
|
$
|
67,319
|
|
|
$
|
—
|
|
|
$
|
67,319
|
|
Goodwill
|
|
29,554
|
|
|
—
|
|
|
29,554
|
|
|
29,554
|
|
|
—
|
|
|
29,554
|
|
||||||
Trademarks
|
|
159
|
|
|
—
|
|
|
159
|
|
|
159
|
|
|
—
|
|
|
159
|
|
||||||
|
|
$
|
97,032
|
|
|
$
|
—
|
|
|
$
|
97,032
|
|
|
$
|
97,032
|
|
|
$
|
—
|
|
|
$
|
97,032
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
|
$
|
18,229
|
|
|
$
|
(8,664
|
)
|
|
$
|
9,565
|
|
|
$
|
18,229
|
|
|
$
|
(6,278
|
)
|
|
$
|
11,951
|
|
Other intangible assets
|
|
409
|
|
|
(92
|
)
|
|
317
|
|
|
731
|
|
|
(201
|
)
|
|
530
|
|
||||||
|
|
$
|
18,638
|
|
|
$
|
(8,756
|
)
|
|
$
|
9,882
|
|
|
$
|
18,960
|
|
|
$
|
(6,479
|
)
|
|
$
|
12,481
|
|
2019
|
|
$
|
2,152
|
|
2020
|
|
1,875
|
|
|
2021
|
|
1,597
|
|
|
2022
|
|
1,327
|
|
|
2023
|
|
1,070
|
|
|
Thereafter
|
|
1,861
|
|
|
|
|
$
|
9,882
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Equity-method investments
|
|
454
|
|
|
482
|
|
||
Other investments
|
|
22
|
|
|
15
|
|
||
Total investments
|
|
$
|
476
|
|
|
$
|
497
|
|
|
December 31, 2018
|
||
Assets
|
|
||
Current assets
|
$
|
2
|
|
Restricted cash
|
$
|
214
|
|
Property, plant and equipment
|
$
|
130
|
|
Liabilities
|
|
||
Other long-term liabilities
|
$
|
346
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Accounts payable – trade
|
$
|
758
|
|
|
$
|
740
|
|
Deferred revenue
|
494
|
|
|
395
|
|
||
Accrued liabilities:
|
|
|
|
||||
Programming costs
|
2,044
|
|
|
1,907
|
|
||
Labor
|
1,052
|
|
|
1,109
|
|
||
Capital expenditures
|
1,472
|
|
|
1,935
|
|
||
Interest
|
1,045
|
|
|
1,054
|
|
||
Taxes and regulatory fees
|
526
|
|
|
556
|
|
||
Property and casualty
|
424
|
|
|
408
|
|
||
Other
|
990
|
|
|
941
|
|
||
|
$
|
8,805
|
|
|
$
|
9,045
|
|
|
December 31,
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
|
Principal Amount
|
|
Accreted Value
|
|
Principal Amount
|
|
Accreted Value
|
||||||||
CCO Holdings, LLC:
|
|
|
|
|
|
|
|
||||||||
5.250% senior notes due March 15, 2021
|
$
|
500
|
|
|
$
|
498
|
|
|
$
|
500
|
|
|
$
|
497
|
|
5.250% senior notes due September 30, 2022
|
1,250
|
|
|
1,238
|
|
|
1,250
|
|
|
1,235
|
|
||||
5.125% senior notes due February 15, 2023
|
1,000
|
|
|
994
|
|
|
1,000
|
|
|
993
|
|
||||
4.000% senior notes due March 1, 2023
|
500
|
|
|
496
|
|
|
500
|
|
|
495
|
|
||||
5.125% senior notes due May 1, 2023
|
1,150
|
|
|
1,144
|
|
|
1,150
|
|
|
1,143
|
|
||||
5.750% senior notes due September 1, 2023
|
500
|
|
|
497
|
|
|
500
|
|
|
496
|
|
||||
5.750% senior notes due January 15, 2024
|
1,000
|
|
|
993
|
|
|
1,000
|
|
|
992
|
|
||||
5.875% senior notes due April 1, 2024
|
1,700
|
|
|
1,688
|
|
|
1,700
|
|
|
1,687
|
|
||||
5.375% senior notes due May 1, 2025
|
750
|
|
|
745
|
|
|
750
|
|
|
745
|
|
||||
5.750% senior notes due February 15, 2026
|
2,500
|
|
|
2,467
|
|
|
2,500
|
|
|
2,464
|
|
||||
5.500% senior notes due May 1, 2026
|
1,500
|
|
|
1,490
|
|
|
1,500
|
|
|
1,489
|
|
||||
5.875% senior notes due May 1, 2027
|
800
|
|
|
795
|
|
|
800
|
|
|
794
|
|
||||
5.125% senior notes due May 1, 2027
|
3,250
|
|
|
3,219
|
|
|
3,250
|
|
|
3,216
|
|
||||
5.000% senior notes due February 1, 2028
|
2,500
|
|
|
2,466
|
|
|
2,500
|
|
|
2,462
|
|
||||
Charter Communications Operating, LLC:
|
|
|
|
|
|
|
|
||||||||
3.579% senior notes due July 23, 2020
|
2,000
|
|
|
1,992
|
|
|
2,000
|
|
|
1,988
|
|
||||
4.464% senior notes due July 23, 2022
|
3,000
|
|
|
2,982
|
|
|
3,000
|
|
|
2,977
|
|
||||
Senior floating rate notes due February 1, 2024
|
900
|
|
|
903
|
|
|
—
|
|
|
—
|
|
||||
4.500% senior notes due February 1, 2024
|
1,100
|
|
|
1,091
|
|
|
—
|
|
|
—
|
|
||||
4.908% senior notes due July 23, 2025
|
4,500
|
|
|
4,466
|
|
|
4,500
|
|
|
4,462
|
|
3.750% senior notes due February 15, 2028
|
1,000
|
|
|
986
|
|
|
1,000
|
|
|
985
|
|
||||
4.200% senior notes due March 15, 2028
|
1,250
|
|
|
1,240
|
|
|
1,250
|
|
|
1,238
|
|
||||
6.384% senior notes due October 23, 2035
|
2,000
|
|
|
1,982
|
|
|
2,000
|
|
|
1,981
|
|
||||
5.375% senior notes due April 1, 2038
|
800
|
|
|
785
|
|
|
—
|
|
|
—
|
|
||||
6.484% senior notes due October 23, 2045
|
3,500
|
|
|
3,467
|
|
|
3,500
|
|
|
3,466
|
|
||||
5.375% senior notes due May 1, 2047
|
2,500
|
|
|
2,506
|
|
|
2,500
|
|
|
2,506
|
|
||||
5.750% senior notes due April 1, 2048
|
1,700
|
|
|
1,683
|
|
|
—
|
|
|
—
|
|
||||
6.834% senior notes due October 23, 2055
|
500
|
|
|
495
|
|
|
500
|
|
|
495
|
|
||||
Credit facilities
|
10,038
|
|
|
9,959
|
|
|
9,479
|
|
|
9,387
|
|
||||
Time Warner Cable, LLC:
|
|
|
|
|
|
|
|
||||||||
6.750% senior notes due July 1, 2018
|
—
|
|
|
—
|
|
|
2,000
|
|
|
2,045
|
|
||||
8.750% senior notes due February 14, 2019
|
1,250
|
|
|
1,260
|
|
|
1,250
|
|
|
1,337
|
|
||||
8.250% senior notes due April 1, 2019
|
2,000
|
|
|
2,030
|
|
|
2,000
|
|
|
2,148
|
|
||||
5.000% senior notes due February 1, 2020
|
1,500
|
|
|
1,541
|
|
|
1,500
|
|
|
1,579
|
|
||||
4.125% senior notes due February 15, 2021
|
700
|
|
|
721
|
|
|
700
|
|
|
730
|
|
||||
4.000% senior notes due September 1, 2021
|
1,000
|
|
|
1,033
|
|
|
1,000
|
|
|
1,045
|
|
||||
5.750% sterling senior notes due June 2, 2031
(a)
|
796
|
|
|
855
|
|
|
845
|
|
|
912
|
|
||||
6.550% senior debentures due May 1, 2037
|
1,500
|
|
|
1,680
|
|
|
1,500
|
|
|
1,686
|
|
||||
7.300% senior debentures due July 1, 2038
|
1,500
|
|
|
1,780
|
|
|
1,500
|
|
|
1,788
|
|
||||
6.750% senior debentures due June 15, 2039
|
1,500
|
|
|
1,719
|
|
|
1,500
|
|
|
1,724
|
|
||||
5.875% senior debentures due November 15, 2040
|
1,200
|
|
|
1,256
|
|
|
1,200
|
|
|
1,258
|
|
||||
5.500% senior debentures due September 1, 2041
|
1,250
|
|
|
1,258
|
|
|
1,250
|
|
|
1,258
|
|
||||
5.250% sterling senior notes due July 15, 2042
(b)
|
827
|
|
|
798
|
|
|
879
|
|
|
847
|
|
||||
4.500% senior debentures due September 15, 2042
|
1,250
|
|
|
1,140
|
|
|
1,250
|
|
|
1,137
|
|
||||
Time Warner Cable Enterprises LLC:
|
|
|
|
|
|
|
|
||||||||
8.375% senior debentures due March 15, 2023
|
1,000
|
|
|
1,191
|
|
|
1,000
|
|
|
1,232
|
|
||||
8.375% senior debentures due July 15, 2033
|
1,000
|
|
|
1,298
|
|
|
1,000
|
|
|
1,312
|
|
||||
Total debt
|
71,961
|
|
|
72,827
|
|
|
69,003
|
|
|
70,231
|
|
||||
Less current portion:
|
|
|
|
|
|
|
|
||||||||
6.750% senior notes due July 1, 2018
|
—
|
|
|
—
|
|
|
(2,000
|
)
|
|
(2,045
|
)
|
||||
8.750% senior notes due February 14, 2019
|
(1,250
|
)
|
|
(1,260
|
)
|
|
—
|
|
|
—
|
|
||||
8.250% senior notes due April 1, 2019
|
(2,000
|
)
|
|
(2,030
|
)
|
|
—
|
|
|
—
|
|
||||
Long-term debt
|
$
|
68,711
|
|
|
$
|
69,537
|
|
|
$
|
67,003
|
|
|
$
|
68,186
|
|
(a)
|
Principal amount includes
£625 million
valued at
$796 million
and
$845 million
as of
December 31, 2018
and
December 31, 2017
, respectively, using the exchange rate at that date.
|
(b)
|
Principal amount includes
£650 million
valued at
$827 million
and
$879 million
as of
December 31, 2018
and
December 31, 2017
, respectively, using the exchange rate at that date.
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
CCO Holdings notes redemption
|
$
|
(33
|
)
|
|
$
|
(110
|
)
|
Time Warner Cable, LLC notes redemption
|
(1
|
)
|
|
—
|
|
||
Charter Operating credit facility refinancing
|
(6
|
)
|
|
(1
|
)
|
||
|
$
|
(40
|
)
|
|
$
|
(111
|
)
|
•
|
incur additional debt;
|
•
|
pay dividends on equity or repurchase equity;
|
•
|
make investments;
|
•
|
sell all or substantially all of their assets or merge with or into other companies;
|
•
|
sell assets;
|
•
|
in the case of restricted subsidiaries, create or permit to exist dividend or payment restrictions with respect to CCO Holdings, guarantee their parent companies debt, or issue specified equity interests;
|
•
|
engage in certain transactions with affiliates; and
|
•
|
grant liens.
|
•
|
term loan A-2 with a remaining principal amount of
$2.7 billion
, which is repayable in quarterly installments and aggregating
$144 million
in each loan year, with the remaining balance due at final maturity on March 31, 2023. Pricing on term loan A-2 is LIBOR plus
1.50%
;
|
•
|
term loan B with a remaining principal amount of approximately
$6.3 billion
, which is repayable in equal quarterly installments and aggregating
$64 million
in each loan year, with the remaining balance due at final maturity on April 30, 2025. Pricing on term loan B is LIBOR plus
2.00%
; and
|
•
|
revolving loan with an outstanding balance of
$1.0 billion
at
December 31, 2018
and allowing for borrowings of up to
$4.0 billion
, maturing on March 31, 2023. Pricing on the revolving loan is LIBOR plus
1.50%
with a commitment fee of
0.30%
. As of
December 31, 2018
,
$138 million
of the revolving loan was utilized to collateralize a like principal amount of letters of credit out of
$358 million
of letters of credit issued on the Company’s behalf.
|
Year
|
|
Amount
|
||
2019
|
|
$
|
3,457
|
|
2020
|
|
3,707
|
|
|
2021
|
|
2,407
|
|
|
2022
|
|
4,457
|
|
|
2023
|
|
7,390
|
|
|
Thereafter
|
|
50,543
|
|
|
|
|
$
|
71,961
|
|
|
Class A Common Stock
|
|
Class B Common Stock
|
||
BALANCE, December 31, 2015
|
112,438,828
|
|
|
—
|
|
Reorganization of common stock
|
(10,771,404
|
)
|
|
—
|
|
Issuance of shares in TWC Transaction
|
143,012,155
|
|
|
—
|
|
Issuance of shares to Liberty Broadband for cash
|
25,631,339
|
|
|
—
|
|
Issuance of share to A/N in Bright House Transaction
|
—
|
|
|
1
|
|
Exchange of Charter Holdings units held by A/N (see Note 10)
|
1,852,832
|
|
|
—
|
|
Exercise of stock options
|
1,014,664
|
|
|
—
|
|
Restricted stock issuances, net of cancellations
|
9,811
|
|
|
—
|
|
Restricted stock unit vesting
|
1,738,792
|
|
|
—
|
|
Purchase of treasury stock
|
(6,029,225
|
)
|
|
—
|
|
BALANCE, December 31, 2016
|
268,897,792
|
|
|
1
|
|
Exchange of Charter Holdings units held by A/N (see Note 10)
|
1,263,497
|
|
|
—
|
|
Exercise of stock options
|
1,044,526
|
|
|
—
|
|
Restricted stock issuances, net of cancellations
|
9,517
|
|
|
—
|
|
Restricted stock unit vesting
|
1,159,083
|
|
|
—
|
|
Purchase of treasury stock
|
(33,868,356
|
)
|
|
—
|
|
BALANCE, December 31, 2017
|
238,506,059
|
|
|
1
|
|
Exercise of stock options
|
576,583
|
|
|
—
|
|
Restricted stock issuances, net of cancellations
|
10,223
|
|
|
—
|
|
Restricted stock unit vesting
|
618,649
|
|
|
—
|
|
Purchase of treasury stock
|
(14,357,707
|
)
|
|
—
|
|
BALANCE, December 31, 2018
|
225,353,807
|
|
|
1
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Shares
|
|
$
|
|
Shares
|
|
$
|
|
Shares
|
|
$
|
|||||||||
Share buybacks
|
14,108,919
|
|
|
$
|
4,322
|
|
|
33,375,878
|
|
|
$
|
11,570
|
|
|
5,070,656
|
|
|
$
|
1,346
|
|
Income tax withholding
|
224,319
|
|
|
77
|
|
|
447,455
|
|
|
145
|
|
|
908,066
|
|
|
216
|
|
|||
Exercise cost
|
24,469
|
|
|
|
|
45,023
|
|
|
|
|
50,503
|
|
|
|
||||||
|
14,357,707
|
|
|
$
|
4,399
|
|
|
33,868,356
|
|
|
$
|
11,715
|
|
|
6,029,225
|
|
|
$
|
1,562
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Number of units purchased
|
2,125,190
|
|
|
4,798,367
|
|
|
752,767
|
|
|||
Average price per unit
|
$
|
308.90
|
|
|
$
|
347.03
|
|
|
$
|
289.83
|
|
Amount of units purchased
|
$
|
656
|
|
|
$
|
1,665
|
|
|
$
|
218
|
|
Decrease in noncontrolling interest based on carrying value
|
$
|
(518
|
)
|
|
$
|
(1,187
|
)
|
|
$
|
(187
|
)
|
Decrease in additional paid-in-capital, net of tax
|
$
|
(104
|
)
|
|
$
|
(295
|
)
|
|
$
|
(19
|
)
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Number of units exchanged
|
1,263,497
|
|
|
1,852,832
|
|
||
Amount of units exchanged
|
$
|
400
|
|
|
$
|
537
|
|
Decrease in noncontrolling interest based on carrying value
|
$
|
(298
|
)
|
|
$
|
(460
|
)
|
Increase in additional paid-in-capital, net of tax and TRA effects
|
$
|
265
|
|
|
$
|
405
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Increase (decrease) in noncontrolling interest
|
$
|
(72
|
)
|
|
$
|
(362
|
)
|
|
$
|
589
|
|
Increase (decrease) in additional paid-in-capital, net of tax
|
$
|
54
|
|
|
$
|
223
|
|
|
$
|
(364
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Gain (Loss) on Financial Instruments, Net:
|
|
|
|
|
|
||||||
Change in fair value of cross-currency derivative instruments
|
$
|
(212
|
)
|
|
$
|
226
|
|
|
$
|
(179
|
)
|
Foreign currency remeasurement of Sterling Notes to U.S. dollars
|
102
|
|
|
(157
|
)
|
|
279
|
|
|||
Loss on termination of interest rate derivative instruments
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||
|
$
|
(110
|
)
|
|
$
|
69
|
|
|
$
|
89
|
|
•
|
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.
|
|
December 31,
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 1
|
|
Level 2
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
291
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Cross-currency derivative instruments
|
$
|
—
|
|
|
$
|
237
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
December 31,
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Debt
|
|
|
|
|
|
|
|
||||||||
Senior notes and debentures
|
$
|
62,868
|
|
|
$
|
61,087
|
|
|
$
|
60,844
|
|
|
$
|
63,443
|
|
Credit facilities
|
$
|
9,959
|
|
|
$
|
9,608
|
|
|
$
|
9,387
|
|
|
$
|
9,440
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Programming
|
$
|
11,124
|
|
|
$
|
10,596
|
|
|
$
|
7,034
|
|
Regulatory, connectivity and produced content
|
2,210
|
|
|
2,064
|
|
|
1,467
|
|
|||
Costs to service customers
|
7,327
|
|
|
7,235
|
|
|
5,307
|
|
|||
Marketing
|
3,042
|
|
|
3,036
|
|
|
2,136
|
|
|||
Mobile
|
346
|
|
|
—
|
|
|
—
|
|
|||
Other
|
3,811
|
|
|
3,610
|
|
|
2,711
|
|
|||
|
$
|
27,860
|
|
|
$
|
26,541
|
|
|
$
|
18,655
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Merger and restructuring costs
|
$
|
97
|
|
|
$
|
351
|
|
|
$
|
970
|
|
Special charges, net
|
53
|
|
|
(21
|
)
|
|
17
|
|
|||
(Gain) loss on sale of assets, net
|
85
|
|
|
16
|
|
|
(2
|
)
|
|||
|
$
|
235
|
|
|
$
|
346
|
|
|
$
|
985
|
|
|
Employee Retention Costs
|
|
Employee Termination Costs
|
|
Transaction and Advisory Costs
|
|
Other Costs
|
|
Total
|
||||||||||
Liability, December 31, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
33
|
|
Liability assumed in the Transactions
|
80
|
|
|
9
|
|
|
3
|
|
|
—
|
|
|
92
|
|
|||||
Costs incurred
|
26
|
|
|
337
|
|
|
318
|
|
|
41
|
|
|
722
|
|
|||||
Cash paid
|
(99
|
)
|
|
(102
|
)
|
|
(329
|
)
|
|
(41
|
)
|
|
(571
|
)
|
|||||
Liability, December 31, 2016
|
7
|
|
|
244
|
|
|
25
|
|
|
—
|
|
|
276
|
|
|||||
Costs incurred
|
4
|
|
|
226
|
|
|
4
|
|
|
68
|
|
|
302
|
|
|||||
Cash paid
|
(10
|
)
|
|
(298
|
)
|
|
(12
|
)
|
|
(60
|
)
|
|
(380
|
)
|
|||||
Liability, December 31, 2017
|
1
|
|
|
172
|
|
|
17
|
|
|
8
|
|
|
198
|
|
|||||
Costs incurred
|
1
|
|
|
64
|
|
|
2
|
|
|
25
|
|
|
92
|
|
|||||
Cash paid
|
(1
|
)
|
|
(179
|
)
|
|
(8
|
)
|
|
(27
|
)
|
|
(215
|
)
|
|||||
Remaining liability, December 31, 2018
|
$
|
1
|
|
|
$
|
57
|
|
|
$
|
11
|
|
|
$
|
6
|
|
|
$
|
75
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||||
|
Shares
|
|
Weighted Average Exercise Price
|
|
Aggregate Intrinsic Value
|
|
Shares
|
|
Weighted Average Exercise Price
|
|
Aggregate Intrinsic Value
|
|
Shares
|
|
Weighted Average Exercise Price
|
|
Aggregate Intrinsic Value
|
||||||||||||||||||
Outstanding, beginning of period
|
9,649
|
|
|
$
|
201.83
|
|
|
|
|
9,592
|
|
|
$
|
181.39
|
|
|
|
|
3,923
|
|
|
$
|
122.03
|
|
|
|
|||||||||
Granted
|
1,507
|
|
|
$
|
350.40
|
|
|
|
|
1,175
|
|
|
$
|
302.87
|
|
|
|
|
5,999
|
|
|
$
|
218.91
|
|
|
|
|||||||||
Converted TWC awards
|
—
|
|
|
$
|
—
|
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
839
|
|
|
$
|
86.46
|
|
|
|
|||||||||
Exercised
|
(577
|
)
|
|
$
|
133.35
|
|
|
$
|
114
|
|
|
(1,044
|
)
|
|
$
|
124.32
|
|
|
$
|
219
|
|
|
(1,015
|
)
|
|
$
|
96.33
|
|
|
$
|
146
|
|
|||
Canceled
|
(169
|
)
|
|
$
|
300.46
|
|
|
|
|
(74
|
)
|
|
$
|
251.63
|
|
|
|
|
(154
|
)
|
|
$
|
173.98
|
|
|
|
|||||||||
Outstanding, end of period
|
10,410
|
|
|
$
|
225.53
|
|
|
$
|
732
|
|
|
9,649
|
|
|
$
|
201.83
|
|
|
|
|
9,592
|
|
|
$
|
181.39
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Weighted average remaining contractual life
|
7
|
|
years
|
|
|
|
8
|
|
years
|
|
|
|
8
|
|
years
|
|
|
||||||||||||||||||
Options exercisable, end of period
|
2,194
|
|
|
$
|
122.19
|
|
|
$
|
358
|
|
|
1,734
|
|
|
$
|
90.56
|
|
|
|
|
1,665
|
|
|
$
|
71.71
|
|
|
|
|||||||
Options expected to vest, end of period
|
8,216
|
|
|
$
|
253.12
|
|
|
$
|
374
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Weighted average fair value of options granted
|
$
|
94.70
|
|
|
|
|
|
|
$
|
73.67
|
|
|
|
|
|
|
$
|
47.42
|
|
|
|
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Shares
|
|
Weighted Average Grant Price
|
|
Shares
|
|
Weighted Average Grant Price
|
|
Shares
|
|
Weighted Average Grant Price
|
|||||||||
Outstanding, beginning of period
|
10
|
|
|
$
|
343.10
|
|
|
10
|
|
|
$
|
231.81
|
|
|
197
|
|
|
$
|
65.79
|
|
Granted
|
10
|
|
|
$
|
297.86
|
|
|
10
|
|
|
$
|
343.10
|
|
|
10
|
|
|
$
|
231.83
|
|
Vested
|
(10
|
)
|
|
$
|
343.10
|
|
|
(10
|
)
|
|
$
|
231.81
|
|
|
(197
|
)
|
|
$
|
65.79
|
|
Canceled
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Outstanding, end of period
|
10
|
|
|
$
|
297.86
|
|
|
10
|
|
|
$
|
343.10
|
|
|
10
|
|
|
$
|
231.81
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Shares
|
|
Weighted Average Grant Price
|
|
Shares
|
|
Weighted Average Grant Price
|
|
Shares
|
|
Weighted Average Grant Price
|
|||||||||
Outstanding, beginning of period
|
2,391
|
|
|
$
|
192.96
|
|
|
3,313
|
|
|
$
|
192.41
|
|
|
337
|
|
|
$
|
150.96
|
|
Granted
|
526
|
|
|
$
|
348.75
|
|
|
285
|
|
|
$
|
302.76
|
|
|
895
|
|
|
$
|
213.09
|
|
Converted TWC awards
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
4,162
|
|
|
$
|
224.90
|
|
Vested
|
(619
|
)
|
|
$
|
216.27
|
|
|
(1,159
|
)
|
|
$
|
216.21
|
|
|
(1,739
|
)
|
|
$
|
219.60
|
|
Canceled
|
(87
|
)
|
|
$
|
286.41
|
|
|
(48
|
)
|
|
$
|
234.99
|
|
|
(342
|
)
|
|
$
|
219.91
|
|
Outstanding, end of period
|
2,211
|
|
|
$
|
219.61
|
|
|
2,391
|
|
|
$
|
192.96
|
|
|
3,313
|
|
|
$
|
192.41
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current expense:
|
|
|
|
|
|
|
||||||
Federal income taxes
|
|
$
|
(23
|
)
|
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
State income taxes
|
|
(47
|
)
|
|
(25
|
)
|
|
(29
|
)
|
|||
Current income tax expense
|
|
(70
|
)
|
|
(29
|
)
|
|
(33
|
)
|
|||
|
|
|
|
|
|
|
||||||
Deferred benefit (expense):
|
|
|
|
|
|
|
||||||
Federal income taxes
|
|
(204
|
)
|
|
9,082
|
|
|
2,549
|
|
|||
State income taxes
|
|
94
|
|
|
34
|
|
|
409
|
|
|||
Deferred income tax benefit (expense)
|
|
(110
|
)
|
|
9,116
|
|
|
2,958
|
|
|||
Income tax benefit (expense)
|
|
$
|
(180
|
)
|
|
$
|
9,087
|
|
|
$
|
2,925
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Statutory federal income taxes
|
|
$
|
(354
|
)
|
|
$
|
(360
|
)
|
|
$
|
(288
|
)
|
Statutory state income taxes, net
|
|
(54
|
)
|
|
(34
|
)
|
|
(36
|
)
|
|||
Nondeductible expenses
|
|
(25
|
)
|
|
(21
|
)
|
|
(62
|
)
|
|||
Net income attributable to noncontrolling interest
|
|
68
|
|
|
84
|
|
|
78
|
|
|||
Change in valuation allowance
|
|
(5
|
)
|
|
14
|
|
|
3,171
|
|
|||
Excess stock compensation
|
|
34
|
|
|
88
|
|
|
—
|
|
|||
Federal tax credits
|
|
77
|
|
|
21
|
|
|
16
|
|
|||
Tax rate changes
|
|
107
|
|
|
9,293
|
|
|
65
|
|
|||
Other
|
|
(28
|
)
|
|
2
|
|
|
(19
|
)
|
|||
Income tax benefit (expense)
|
|
$
|
(180
|
)
|
|
$
|
9,087
|
|
|
$
|
2,925
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Loss carryforwards
|
|
$
|
2,453
|
|
|
$
|
2,657
|
|
Accrued and other
|
|
578
|
|
|
287
|
|
||
Total gross deferred tax assets
|
|
3,031
|
|
|
2,944
|
|
||
Less: valuation allowance
|
|
(89
|
)
|
|
(137
|
)
|
||
Deferred tax assets
|
|
$
|
2,942
|
|
|
$
|
2,807
|
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Investment in partnership
|
|
$
|
(20,319
|
)
|
|
$
|
(20,107
|
)
|
Accrued and other
|
|
(12
|
)
|
|
(14
|
)
|
||
Deferred tax liabilities
|
|
(20,331
|
)
|
|
(20,121
|
)
|
||
Net deferred tax liabilities
|
|
$
|
(17,389
|
)
|
|
$
|
(17,314
|
)
|
BALANCE, December 31, 2016
|
$
|
172
|
|
Additions on prior year tax positions
|
1
|
|
|
Additions on current year tax positions
|
12
|
|
|
Reductions on settlements and expirations with taxing authorities
|
(21
|
)
|
|
BALANCE, December 31, 2017
|
$
|
164
|
|
Additions on prior year tax positions
|
7
|
|
|
Additions on current year tax positions
|
25
|
|
|
Reductions on settlements and expirations with taxing authorities
|
(16
|
)
|
|
BALANCE, December 31, 2018
|
$
|
180
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income attributable to Charter shareholders
|
$
|
1,230
|
|
|
$
|
9,895
|
|
|
$
|
3,522
|
|
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Charter Holdings common units
|
—
|
|
|
69
|
|
|
129
|
|
|||
Charter Holdings convertible preferred units
|
—
|
|
|
150
|
|
|
93
|
|
|||
Net income attributable to Charter shareholders after assumed conversions
|
$
|
1,230
|
|
|
$
|
10,114
|
|
|
$
|
3,744
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding, basic
|
232,356,665
|
|
|
256,720,715
|
|
|
206,539,100
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Assumed exercise or issuance of shares relating to stock plans
|
3,168,561
|
|
|
4,012,145
|
|
|
3,088,871
|
|
|||
Weighted average Charter Holdings common units
|
—
|
|
|
26,637,596
|
|
|
19,333,227
|
|
|||
Weighted average Charter Holdings convertible preferred units
|
—
|
|
|
9,333,500
|
|
|
5,830,241
|
|
|||
Weighted average common shares outstanding, diluted
|
235,525,226
|
|
|
296,703,956
|
|
|
234,791,439
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per common share attributable to Charter shareholders
|
$
|
5.29
|
|
|
$
|
38.55
|
|
|
$
|
17.05
|
|
Diluted earnings per common share attributable to Charter shareholders
|
$
|
5.22
|
|
|
$
|
34.09
|
|
|
$
|
15.94
|
|
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
Capital and Operating Lease Obligations
(a)
|
$
|
1,611
|
|
|
$
|
296
|
|
|
$
|
263
|
|
|
$
|
216
|
|
|
$
|
179
|
|
|
$
|
153
|
|
|
$
|
504
|
|
Programming Minimum Commitments
(b)
|
191
|
|
|
124
|
|
|
41
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other
(c)
|
16,278
|
|
|
2,209
|
|
|
2,085
|
|
|
2,608
|
|
|
525
|
|
|
522
|
|
|
8,329
|
|
|||||||
|
$
|
18,080
|
|
|
$
|
2,629
|
|
|
$
|
2,389
|
|
|
$
|
2,850
|
|
|
$
|
704
|
|
|
$
|
675
|
|
|
$
|
8,833
|
|
(a)
|
The Company leases certain facilities and equipment under non-cancelable capital and operating leases. Capital lease obligations represented
$111 million
of total capital and operating lease obligations as of
December 31, 2018
. Lease and rental costs charged to expense for the years ended
December 31, 2018
,
2017
and
2016
were
$382 million
,
$321 million
,
$215 million
, respectively.
|
(b)
|
The Company pays programming fees under multi-year contracts ranging from
three
to
ten
years, typically based on a flat fee per customer, which may be fixed for the term, or may in some cases escalate over the term. Programming costs included in the statement of operations were
$11.1 billion
,
$10.6 billion
and
$7.0 billion
for the years ended
December 31, 2018
,
2017
and
2016
respectively. Certain of the Company’s programming agreements are based on a flat fee per month or have guaranteed minimum payments. The table sets forth the aggregate guaranteed minimum commitments under the Company’s programming contracts.
|
(c)
|
“Other” represents other guaranteed minimum commitments, including rights negotiated directly with content owners for distribution on company-owned channels or networks, commitments related to our role as an advertising and distribution sales agent for third party-owned channels or networks, commitments to our customer premise equipment and device vendors and contractual obligations related to third-party network augmentation.
|
•
|
The Company rents utility poles used in its operations. Generally, pole rentals are cancelable on short notice, but the Company anticipates that such rentals will recur. Rent expense incurred for pole rental attachments for the years ended
December 31, 2018
,
2017
and
2016
was
$171 million
,
$167 million
and
$115 million
, respectively.
|
•
|
The Company pays franchise fees under multi-year franchise agreements based on a percentage of revenues generated from video service per year. The Company also pays other franchise related costs, such as public education grants, under multi-year agreements. Franchise fees and other franchise-related costs included in the accompanying statement of operations were
$747 million
,
$705 million
and
$534 million
for the years ended
December 31, 2018
,
2017
and
2016
respectively.
|
•
|
The Company has
$358 million
in letters of credit, of which
$138 million
is secured under the Charter Operating credit facility, primarily to its various casualty carriers as collateral for reimbursement of workers' compensation, auto liability and general liability claims.
|
•
|
Minimum pension funding requirements have not been presented in the table above as such amounts have not been determined beyond
2018
. The Company made no cash contributions to the qualified pension plans in
2018
; however, the Company is permitted to make discretionary cash contributions to the qualified pension plans in
2019
. For the nonqualified pension plan, the Company contributed
$6 million
during
2018
and will continue to make contributions in
2019
to the extent benefits are paid.
|
|
2018
|
|
2017
|
||||
Projected benefit obligation at beginning of year
|
$
|
3,569
|
|
|
$
|
3,260
|
|
Interest cost
|
128
|
|
|
133
|
|
||
Actuarial (gain) loss
|
(438
|
)
|
|
406
|
|
||
Settlement
|
(169
|
)
|
|
(185
|
)
|
||
Benefits paid
|
(49
|
)
|
|
(45
|
)
|
||
Projected benefit obligation at end of year
|
$
|
3,041
|
|
|
$
|
3,569
|
|
|
|
|
|
||||
Accumulated benefit obligation at end of year
|
$
|
3,041
|
|
|
$
|
3,569
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
3,273
|
|
|
$
|
2,946
|
|
Actual return on plan assets
|
(118
|
)
|
|
539
|
|
||
Employer contributions
|
6
|
|
|
18
|
|
||
Settlement
|
(169
|
)
|
|
(185
|
)
|
||
Benefits paid
|
(49
|
)
|
|
(45
|
)
|
||
Fair value of plan assets at end of year
|
$
|
2,943
|
|
|
$
|
3,273
|
|
|
|
|
|
||||
Funded status
|
$
|
(98
|
)
|
|
$
|
(296
|
)
|
|
Qualified Pension Plans
|
|
Nonqualified Pension Plan
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Projected benefit obligation
|
$
|
3,007
|
|
|
$
|
3,528
|
|
|
$
|
34
|
|
|
$
|
41
|
|
Accumulated benefit obligation
|
$
|
3,007
|
|
|
$
|
3,528
|
|
|
$
|
34
|
|
|
$
|
41
|
|
Fair value of plan assets
|
$
|
2,943
|
|
|
$
|
3,273
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Noncurrent asset
|
$
|
1
|
|
|
$
|
1
|
|
Current liability
|
(4
|
)
|
|
(5
|
)
|
||
Long-term liability
|
(95
|
)
|
|
(292
|
)
|
||
Net amounts recognized in consolidated balance sheet
|
$
|
(98
|
)
|
|
$
|
(296
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(86
|
)
|
Interest cost
|
(128
|
)
|
|
(133
|
)
|
|
(87
|
)
|
|||
Expected return on plan assets
|
198
|
|
|
189
|
|
|
116
|
|
|||
Pension curtailment gain
|
—
|
|
|
—
|
|
|
675
|
|
|||
Remeasurement gain (loss)
|
122
|
|
|
(55
|
)
|
|
195
|
|
|||
Net periodic pension benefit
|
$
|
192
|
|
|
$
|
1
|
|
|
$
|
813
|
|
|
Year ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Expected long-term rate of return on plan assets
(a)
|
5.75
|
%
|
|
6.50
|
%
|
|
6.50
|
%
|
Discount rate
(b)
|
4.24
|
%
|
|
3.88
|
%
|
|
3.72
|
%
|
Rate of compensation increase
(c)
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
(a)
|
The expected long-term rate of return on plan assets decreased in 2018 consistent with the derisking shift to increase the fixed income, liability-matching investment allocation.
|
(b)
|
The discount rate used to determine net periodic pension benefit was
3.68%
from January 1, 2018 through remeasurement date (September 30, 2018), and was
4.24%
from remeasurement date through December 31, 2018. The discount rate used to determine net periodic pension benefit was
4.20%
from January 1, 2017 through remeasurement date (September 30, 2017), and was
3.88%
from remeasurement date through December 31, 2017. The discount rate used to determine net periodic pension benefit was
3.99%
from the closing date of the TWC Transaction through remeasurement date (June 30, 2016), and was
3.72%
from remeasurement date through December 31, 2016.
|
(c)
|
The rate of compensation increase used to determine net periodic pension benefit was
4.25%
from the closing date of the TWC Transaction through remeasurement date (June 30, 2016), and
0%
thereafter. See “Pension Plan Curtailment Amendment” below for further discussion.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||
|
Target
|
|
Actual
|
|
Target
|
|
Actual
|
||||
|
Allocation
|
|
Allocation
|
|
Allocation
|
|
Allocation
|
||||
Return-seeking securities
|
60.0
|
%
|
|
54.6
|
%
|
|
75.0
|
%
|
|
73.1
|
%
|
Liability-matching securities
|
40.0
|
%
|
|
45.1
|
%
|
|
25.0
|
%
|
|
26.7
|
%
|
Other investments
|
—
|
%
|
|
0.3
|
%
|
|
—
|
%
|
|
0.2
|
%
|
|
December 31, 2018
|
||||||||||
|
Fair Value
|
|
Level 1
|
|
Level 2
|
||||||
Cash
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
—
|
|
Commingled bond funds
(a)
|
1,270
|
|
|
—
|
|
|
1,270
|
|
|||
Commingled equity funds
(a)
|
952
|
|
|
—
|
|
|
952
|
|
|||
Collective trust funds
(b)
|
113
|
|
|
—
|
|
|
113
|
|
|||
Total investment assets
|
2,339
|
|
|
$
|
4
|
|
|
$
|
2,335
|
|
|
Accrued investment income and other receivables
|
11
|
|
|
|
|
|
|||||
Investments measured at net asset value
(c)
|
593
|
|
|
|
|
|
|||||
Fair value of plan assets
|
$
|
2,943
|
|
|
|
|
|
|
December 31, 2017
|
||||||||||
|
Fair Value
|
|
Level 1
|
|
Level 2
|
||||||
Cash
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
—
|
|
Commingled bond funds
(a)
|
796
|
|
|
—
|
|
|
796
|
|
|||
Commingled equity funds
(a)
|
2,368
|
|
|
—
|
|
|
2,368
|
|
|||
Collective trust funds
(b)
|
68
|
|
|
—
|
|
|
68
|
|
|||
Total investment assets
|
3,235
|
|
|
$
|
3
|
|
|
$
|
3,232
|
|
|
Accrued investment income and other receivables
|
34
|
|
|
|
|
|
|||||
Investments measured at net asset value
(c)
|
4
|
|
|
|
|
|
|||||
Fair value of plan assets
|
$
|
3,273
|
|
|
|
|
|
(a)
|
Commingled funds include bond funds with corporate and U.S. treasury debt securities and equity funds with global equity index, infrastructure and real estate securities that have a readily determinable fair value and are valued using the net assets provided by the administrator of the fund. The value of each fund is based on the fair value of underlying securities in the portfolio, which represents the amount that the fund might reasonably expect to receive for the securities upon a sale, less liabilities, and then divided by the number of units outstanding. Equity securities within the funds are valued using observable inputs on either a daily or weekly basis and the resulting per share value serves as a basis for current redemption value. Debt securities within the funds are valued based on observable prices from the new issue market, benchmark quotes, secondary trading and dealer quotes.
|
(b)
|
Collective trust funds consist of short-term investment strategies comprised of instruments issued or fully guaranteed by the U.S. government and/or its agencies and multi-strategy funds, which are valued using the net assets provided by the administrator of the fund. The value of each fund is based on the readily determinable fair value of the underlying assets owned by the fund, less liabilities, and then divided by the number of units outstanding.
|
(c)
|
As a practical expedient, certain investment classes which hold securities that are not readily available for redemption and are measured at fair value using the net asset value ("NAV") per share (or its equivalent) have not been classified in the fair value hierarchy.
|
|
December 31, 2018
|
||||||
|
Fair Value
|
|
Redemption Frequency (if currently eligible)
|
|
Redemption Notice Period
|
||
Alternative funds
(a)
|
$
|
301
|
|
|
weekly, monthly
|
|
1-180 days
|
Fixed income funds
(b)
|
164
|
|
|
daily, monthly
|
|
10-40 days
|
|
Real estate funds
(c)
|
128
|
|
|
quarterly
|
|
45-90 days
|
|
Investments measured at NAV
|
$
|
593
|
|
|
|
|
|
(a)
|
The alternative fund investment class includes funds with various securities selected to provide complimentary sources of return with our equity and bond portfolios that better manage risk. The Company’s alternative fund investments include holdings such as public equities, exchange traded derivatives, and corporate bonds, among others. A portion of the alternative funds cannot be redeemed until the one year anniversary of the purchase date.
|
(b)
|
This investment class includes funds that invest in residential and commercial mortgages, as well as global sovereign securities.
|
(c)
|
This investment class includes real estate funds that are not publicly traded and invest primarily in unlisted direct core real estate, including super-regional malls, shopping centers, and commercial real estate (e.g. education, healthcare and storage).
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
First
Quarter
|
|
Second Quarter
|
|
Third
Quarter
|
|
Fourth Quarter
|
||||||||
Revenues
|
$
|
10,657
|
|
|
$
|
10,854
|
|
|
$
|
10,892
|
|
|
$
|
11,231
|
|
Income from operations
|
$
|
1,042
|
|
|
$
|
1,360
|
|
|
$
|
1,380
|
|
|
$
|
1,439
|
|
Net income attributable to Charter shareholders
|
$
|
168
|
|
|
$
|
273
|
|
|
$
|
493
|
|
|
$
|
296
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share attributable to Charter shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.71
|
|
|
$
|
1.17
|
|
|
$
|
2.14
|
|
|
$
|
1.31
|
|
Diluted
|
$
|
0.70
|
|
|
$
|
1.15
|
|
|
$
|
2.11
|
|
|
$
|
1.29
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common share outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
237,762,295
|
|
|
234,241,769
|
|
|
230,554,633
|
|
|
227,005,966
|
|
||||
Diluted
|
241,420,722
|
|
|
237,073,566
|
|
|
233,607,414
|
|
|
230,131,933
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
First
Quarter
|
|
Second Quarter
|
|
Third
Quarter
|
|
Fourth Quarter
|
||||||||
Revenues
|
$
|
10,164
|
|
|
$
|
10,357
|
|
|
$
|
10,458
|
|
|
$
|
10,602
|
|
Income from operations
|
$
|
941
|
|
|
$
|
1,052
|
|
|
$
|
909
|
|
|
$
|
1,204
|
|
Net income attributable to Charter shareholders
|
$
|
155
|
|
|
$
|
139
|
|
|
$
|
48
|
|
|
$
|
9,553
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share attributable to Charter shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.58
|
|
|
$
|
0.53
|
|
|
$
|
0.19
|
|
|
$
|
39.66
|
|
Diluted
|
$
|
0.57
|
|
|
$
|
0.52
|
|
|
$
|
0.19
|
|
|
$
|
34.56
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common share outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
269,004,817
|
|
|
263,460,911
|
|
|
253,923,805
|
|
|
240,833,636
|
|
||||
Diluted
|
273,199,509
|
|
|
267,309,261
|
|
|
258,341,851
|
|
|
278,257,245
|
|
Charter Communications, Inc. and Subsidiaries
|
|||||||||||||||||||||||
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||||||
For the year ended December 31, 2018
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
|
|
|
||||||||||||||||
|
Charter
|
|
Intermediate Holding Companies
|
|
CCO Holdings
|
|
Charter Operating and Restricted Subsidiaries
|
|
Eliminations
|
|
Charter Consolidated
|
||||||||||||
REVENUES
|
$
|
46
|
|
|
$
|
1,141
|
|
|
$
|
—
|
|
|
$
|
43,620
|
|
|
$
|
(1,173
|
)
|
|
$
|
43,634
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating costs and expenses (exclusive of items shown separately below)
|
46
|
|
|
1,096
|
|
|
—
|
|
|
27,891
|
|
|
(1,173
|
)
|
|
27,860
|
|
||||||
Depreciation and amortization
|
—
|
|
|
11
|
|
|
—
|
|
|
10,307
|
|
|
—
|
|
|
10,318
|
|
||||||
Other operating (income) expenses, net
|
—
|
|
|
5
|
|
|
—
|
|
|
230
|
|
|
—
|
|
|
235
|
|
||||||
|
46
|
|
|
1,112
|
|
|
—
|
|
|
38,428
|
|
|
(1,173
|
)
|
|
38,413
|
|
||||||
Income from operations
|
—
|
|
|
29
|
|
|
—
|
|
|
5,192
|
|
|
—
|
|
|
5,221
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OTHER INCOME (EXPENSES):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income (expense), net
|
9
|
|
|
30
|
|
|
(1,016
|
)
|
|
(2,563
|
)
|
|
—
|
|
|
(3,540
|
)
|
||||||
Loss on financial instruments, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
|
—
|
|
|
(110
|
)
|
||||||
Other pension benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
192
|
|
|
—
|
|
|
192
|
|
||||||
Other expense, net
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
|
(77
|
)
|
||||||
Equity in income of subsidiaries
|
1,377
|
|
|
1,632
|
|
|
2,648
|
|
|
—
|
|
|
(5,657
|
)
|
|
—
|
|
||||||
|
1,386
|
|
|
1,631
|
|
|
1,632
|
|
|
(2,527
|
)
|
|
(5,657
|
)
|
|
(3,535
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income before income taxes
|
1,386
|
|
|
1,660
|
|
|
1,632
|
|
|
2,665
|
|
|
(5,657
|
)
|
|
1,686
|
|
||||||
Income tax expense
|
(156
|
)
|
|
(8
|
)
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(180
|
)
|
||||||
Consolidated net income
|
1,230
|
|
|
1,652
|
|
|
1,632
|
|
|
2,649
|
|
|
(5,657
|
)
|
|
1,506
|
|
||||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
(275
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(276
|
)
|
||||||
Net income
|
$
|
1,230
|
|
|
$
|
1,377
|
|
|
$
|
1,632
|
|
|
$
|
2,648
|
|
|
$
|
(5,657
|
)
|
|
$
|
1,230
|
|
Charter Communications, Inc. and Subsidiaries
|
|||||||||||||||||||||||
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||||||
For the year ended December 31, 2017
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
|
|
|
||||||||||||||||
|
Charter
|
|
Intermediate Holding Companies
|
|
CCO Holdings
|
|
Charter Operating and Restricted Subsidiaries
|
|
Eliminations
|
|
Charter Consolidated
|
||||||||||||
REVENUES
|
$
|
90
|
|
|
$
|
1,186
|
|
|
$
|
—
|
|
|
$
|
41,578
|
|
|
$
|
(1,273
|
)
|
|
$
|
41,581
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating costs and expenses (exclusive of items shown separately below)
|
90
|
|
|
1,164
|
|
|
—
|
|
|
26,560
|
|
|
(1,273
|
)
|
|
26,541
|
|
||||||
Depreciation and amortization
|
—
|
|
|
9
|
|
|
—
|
|
|
10,579
|
|
|
—
|
|
|
10,588
|
|
||||||
Other operating (income) expenses, net
|
(101
|
)
|
|
3
|
|
|
—
|
|
|
444
|
|
|
—
|
|
|
346
|
|
||||||
|
(11
|
)
|
|
1,176
|
|
|
—
|
|
|
37,583
|
|
|
(1,273
|
)
|
|
37,475
|
|
||||||
Income from operations
|
101
|
|
|
10
|
|
|
—
|
|
|
3,995
|
|
|
—
|
|
|
4,106
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OTHER INCOME (EXPENSES):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income (expense), net
|
5
|
|
|
20
|
|
|
(883
|
)
|
|
(2,232
|
)
|
|
—
|
|
|
(3,090
|
)
|
||||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
(6
|
)
|
|
—
|
|
|
(40
|
)
|
||||||
Gain on financial instruments, net
|
—
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
69
|
|
||||||
Other pension benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Other expense, net
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(18
|
)
|
||||||
Equity in income of subsidiaries
|
680
|
|
|
882
|
|
|
1,799
|
|
|
—
|
|
|
(3,361
|
)
|
|
—
|
|
||||||
|
685
|
|
|
888
|
|
|
882
|
|
|
(2,172
|
)
|
|
(3,361
|
)
|
|
(3,078
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income before income taxes
|
786
|
|
|
898
|
|
|
882
|
|
|
1,823
|
|
|
(3,361
|
)
|
|
1,028
|
|
||||||
Income tax benefit (expense)
|
9,109
|
|
|
1
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
9,087
|
|
||||||
Consolidated net income
|
9,895
|
|
|
899
|
|
|
882
|
|
|
1,800
|
|
|
(3,361
|
)
|
|
10,115
|
|
||||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
(219
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(220
|
)
|
||||||
Net income
|
$
|
9,895
|
|
|
$
|
680
|
|
|
$
|
882
|
|
|
$
|
1,799
|
|
|
$
|
(3,361
|
)
|
|
$
|
9,895
|
|
Charter Communications, Inc. and Subsidiaries
|
|||||||||||||||||||||||||||
Condensed Consolidating Statement of Operations
|
|||||||||||||||||||||||||||
For the year ended December 31, 2016
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Non-Guarantor Subsidiaries
|
|
|
|
Guarantor Subsidiaries
|
|
|
|
|
||||||||||||||||||
|
Charter
|
|
Intermediate Holding Companies
|
|
Safari Escrow Entities
|
|
CCO Holdings
|
|
Charter Operating and Restricted Subsidiaries
|
|
Eliminations
|
|
Charter Consolidated
|
||||||||||||||
REVENUES
|
$
|
251
|
|
|
$
|
1,004
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,003
|
|
|
$
|
(1,255
|
)
|
|
$
|
29,003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating costs and expenses (exclusive of items shown separately below)
|
251
|
|
|
989
|
|
|
—
|
|
|
—
|
|
|
18,670
|
|
|
(1,255
|
)
|
|
18,655
|
|
|||||||
Depreciation and amortization
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
6,902
|
|
|
—
|
|
|
6,907
|
|
|||||||
Other operating expenses, net
|
262
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
722
|
|
|
—
|
|
|
985
|
|
|||||||
|
513
|
|
|
995
|
|
|
—
|
|
|
—
|
|
|
26,294
|
|
|
(1,255
|
)
|
|
26,547
|
|
|||||||
Income (loss) from operations
|
(262
|
)
|
|
9
|
|
|
—
|
|
|
—
|
|
|
2,709
|
|
|
—
|
|
|
2,456
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
OTHER INCOME (EXPENSES):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income (expense), net
|
—
|
|
|
14
|
|
|
(390
|
)
|
|
(727
|
)
|
|
(1,396
|
)
|
|
—
|
|
|
(2,499
|
)
|
|||||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
|
(1
|
)
|
|
—
|
|
|
(111
|
)
|
|||||||
Gain on financial instruments, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
—
|
|
|
89
|
|
|||||||
Other pension benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
899
|
|
|
—
|
|
|
899
|
|
|||||||
Other expense, net
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(14
|
)
|
|||||||
Equity in income of subsidiaries
|
851
|
|
|
1,066
|
|
|
—
|
|
|
2,293
|
|
|
—
|
|
|
(4,210
|
)
|
|
—
|
|
|||||||
|
851
|
|
|
1,069
|
|
|
(390
|
)
|
|
1,456
|
|
|
(412
|
)
|
|
(4,210
|
)
|
|
(1,636
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) before income taxes
|
589
|
|
|
1,078
|
|
|
(390
|
)
|
|
1,456
|
|
|
2,297
|
|
|
(4,210
|
)
|
|
820
|
|
|||||||
Income tax benefit (expense)
|
2,933
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
2,925
|
|
|||||||
Consolidated net income (loss)
|
3,522
|
|
|
1,073
|
|
|
(390
|
)
|
|
1,456
|
|
|
2,294
|
|
|
(4,210
|
)
|
|
3,745
|
|
|||||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
(222
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(223
|
)
|
|||||||
Net income (loss)
|
$
|
3,522
|
|
|
$
|
851
|
|
|
$
|
(390
|
)
|
|
$
|
1,456
|
|
|
$
|
2,293
|
|
|
$
|
(4,210
|
)
|
|
$
|
3,522
|
|
Charter Communications, Inc. and Subsidiaries
|
|||||||||||||||||||||||
Condensed Consolidating Statement of Comprehensive Income
|
|||||||||||||||||||||||
For the year ended December 31, 2018
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
|
|
|
||||||||||||||||
|
Charter
|
|
Intermediate Holding Companies
|
|
CCO Holdings
|
|
Charter Operating and Restricted Subsidiaries
|
|
Eliminations
|
|
Charter Consolidated
|
||||||||||||
Consolidated net income
|
$
|
1,230
|
|
|
$
|
1,652
|
|
|
$
|
1,632
|
|
|
$
|
2,649
|
|
|
$
|
(5,657
|
)
|
|
$
|
1,506
|
|
Foreign currency translation adjustment
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
3
|
|
|
(1
|
)
|
||||||
Consolidated comprehensive income
|
1,229
|
|
|
1,651
|
|
|
1,631
|
|
|
2,648
|
|
|
(5,654
|
)
|
|
1,505
|
|
||||||
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
(275
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(276
|
)
|
||||||
Comprehensive income
|
$
|
1,229
|
|
|
$
|
1,376
|
|
|
$
|
1,631
|
|
|
$
|
2,647
|
|
|
$
|
(5,654
|
)
|
|
$
|
1,229
|
|
Charter Communications, Inc. and Subsidiaries
|
|||||||||||||||||||||||
Condensed Consolidating Statement of Comprehensive Income
|
|||||||||||||||||||||||
For the year ended December 31, 2017
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
|
|
|
||||||||||||||||
|
Charter
|
|
Intermediate Holding Companies
|
|
CCO Holdings
|
|
Charter Operating and Restricted Subsidiaries
|
|
Eliminations
|
|
Charter Consolidated
|
||||||||||||
Consolidated net income
|
$
|
9,895
|
|
|
$
|
899
|
|
|
$
|
882
|
|
|
$
|
1,800
|
|
|
$
|
(3,361
|
)
|
|
$
|
10,115
|
|
Net impact of interest rate derivative instruments
|
5
|
|
|
5
|
|
|
5
|
|
|
5
|
|
|
(15
|
)
|
|
5
|
|
||||||
Foreign currency translation adjustment
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
(3
|
)
|
|
1
|
|
||||||
Consolidated comprehensive income
|
9,901
|
|
|
905
|
|
|
888
|
|
|
1,806
|
|
|
(3,379
|
)
|
|
10,121
|
|
||||||
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
(219
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(220
|
)
|
||||||
Comprehensive income
|
$
|
9,901
|
|
|
$
|
686
|
|
|
$
|
888
|
|
|
$
|
1,805
|
|
|
$
|
(3,379
|
)
|
|
$
|
9,901
|
|
Charter Communications, Inc. and Subsidiaries
|
|||||||||||||||||||||||||||
Condensed Consolidating Statement of Comprehensive Income (Loss)
|
|||||||||||||||||||||||||||
For the year ended December 31, 2016
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Non-Guarantor Subsidiaries
|
|
|
|
Guarantor Subsidiaries
|
|
|
|
|
||||||||||||||||||
|
Charter
|
|
Intermediate Holding Companies
|
|
Safari Escrow Entities
|
|
CCO Holdings
|
|
Charter Operating and Restricted Subsidiaries
|
|
Eliminations
|
|
Charter Consolidated
|
||||||||||||||
Consolidated net income (loss)
|
$
|
3,522
|
|
|
$
|
1,073
|
|
|
$
|
(390
|
)
|
|
$
|
1,456
|
|
|
$
|
2,294
|
|
|
$
|
(4,210
|
)
|
|
$
|
3,745
|
|
Net impact of interest rate derivative instruments
|
8
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|
8
|
|
|
(24
|
)
|
|
8
|
|
|||||||
Foreign currency translation adjustment
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
6
|
|
|
(2
|
)
|
|||||||
Consolidated comprehensive income (loss)
|
3,528
|
|
|
1,079
|
|
|
(390
|
)
|
|
1,462
|
|
|
2,300
|
|
|
(4,228
|
)
|
|
3,751
|
|
|||||||
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
(222
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(223
|
)
|
|||||||
Comprehensive income (loss)
|
$
|
3,528
|
|
|
$
|
857
|
|
|
$
|
(390
|
)
|
|
$
|
1,462
|
|
|
$
|
2,299
|
|
|
$
|
(4,228
|
)
|
|
$
|
3,528
|
|
Charter Communications, Inc. and Subsidiaries
|
|||||||||||||||||||||||
Condensed Consolidating Statement of Cash Flows
|
|||||||||||||||||||||||
For the year ended December 31, 2017
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
|
|
|
||||||||||||||||
|
Charter
|
|
Intermediate Holding Companies
|
|
CCO Holdings
|
|
Charter Operating and Restricted Subsidiaries
|
|
Eliminations
|
|
Charter Consolidated
|
||||||||||||
NET CASH FLOWS FROM OPERATING ACTIVITIES
|
$
|
159
|
|
|
$
|
187
|
|
|
$
|
(814
|
)
|
|
$
|
12,422
|
|
|
$
|
—
|
|
|
$
|
11,954
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,681
|
)
|
|
—
|
|
|
(8,681
|
)
|
||||||
Change in accrued expenses related to capital expenditures
|
—
|
|
|
—
|
|
|
—
|
|
|
820
|
|
|
—
|
|
|
820
|
|
||||||
Purchases of cable systems, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
||||||
Real estate investments through variable interest entities
|
—
|
|
|
(105
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105
|
)
|
||||||
Contribution to subsidiaries
|
(115
|
)
|
|
—
|
|
|
(693
|
)
|
|
—
|
|
|
808
|
|
|
—
|
|
||||||
Distributions from subsidiaries
|
11,732
|
|
|
13,488
|
|
|
9,598
|
|
|
—
|
|
|
(34,818
|
)
|
|
—
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(123
|
)
|
|
—
|
|
|
(123
|
)
|
||||||
Net cash flows from investing activities
|
11,617
|
|
|
13,383
|
|
|
8,905
|
|
|
(7,993
|
)
|
|
(34,010
|
)
|
|
(8,098
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings of long-term debt
|
—
|
|
|
—
|
|
|
6,231
|
|
|
19,045
|
|
|
—
|
|
|
25,276
|
|
||||||
Repayments of long-term debt
|
—
|
|
|
—
|
|
|
(775
|
)
|
|
(15,732
|
)
|
|
—
|
|
|
(16,507
|
)
|
||||||
Borrowings (repayments) loans payable - related parties
|
(234
|
)
|
|
—
|
|
|
—
|
|
|
234
|
|
|
—
|
|
|
—
|
|
||||||
Payment for debt issuance costs
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
(52
|
)
|
|
—
|
|
|
(111
|
)
|
||||||
Purchase of treasury stock
|
(11,715
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,715
|
)
|
||||||
Proceeds from exercise of stock options
|
116
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
116
|
|
||||||
Purchase of noncontrolling interest
|
—
|
|
|
(1,665
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,665
|
)
|
||||||
Distributions to noncontrolling interest
|
—
|
|
|
(151
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(153
|
)
|
||||||
Contributions from parent
|
—
|
|
|
115
|
|
|
—
|
|
|
693
|
|
|
(808
|
)
|
|
—
|
|
||||||
Distributions to parent
|
—
|
|
|
(11,732
|
)
|
|
(13,488
|
)
|
|
(9,598
|
)
|
|
34,818
|
|
|
—
|
|
||||||
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
||||||
Net cash flows from financing activities
|
(11,833
|
)
|
|
(13,433
|
)
|
|
(8,091
|
)
|
|
(5,423
|
)
|
|
34,010
|
|
|
(4,770
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
(57
|
)
|
|
137
|
|
|
—
|
|
|
(994
|
)
|
|
—
|
|
|
(914
|
)
|
||||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period
|
57
|
|
|
154
|
|
|
—
|
|
|
1,324
|
|
|
—
|
|
|
1,535
|
|
||||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period
|
$
|
—
|
|
|
$
|
291
|
|
|
$
|
—
|
|
|
$
|
330
|
|
|
$
|
—
|
|
|
$
|
621
|
|
Entity Name
|
Jurisdiction and Type
|
Alabanza LLC
|
Delaware limited liability company
|
America's Job Exchange LLC
|
Delaware limited liability company
|
BHN Spectrum Investments, LLC
|
Delaware limited liability company
|
Bresnan Broadband Holdings, LLC
|
Delaware limited liability company
|
Bresnan Broadband of Colorado, LLC
|
Colorado limited liability company
|
Bresnan Broadband of Montana, LLC
|
Montana limited liability company
|
Bresnan Broadband of Utah, LLC
|
Utah limited liability company
|
Bresnan Broadband of Wyoming, LLC
|
Wyoming limited liability company
|
Bresnan Communications, LLC
|
Delaware limited liability company
|
Bresnan Digital Services, LLC
|
Delaware limited liability company
|
Bresnan Microwave of Montana, LLC
|
Delaware limited liability company
|
Bright House Networks Information Services (Alabama), LLC
|
Delaware limited liability company
|
Bright House Networks Information Services (California), LLC
|
Delaware limited liability company
|
Bright House Networks Information Services (Florida), LLC
|
Delaware limited liability company
|
Bright House Networks Information Services (Indiana), LLC
|
Delaware limited liability company
|
Bright House Networks Information Services (Michigan), LLC
|
Delaware limited liability company
|
Bright House Networks, LLC
|
Delaware limited liability company
|
CC Fiberlink, LLC
|
Delaware limited liability company
|
CC Systems, LLC
|
Delaware limited liability company
|
CC VI Fiberlink, LLC
|
Delaware limited liability company
|
CC VI Operating Company, LLC
|
Delaware limited liability company
|
CC VII Fiberlink, LLC
|
Delaware limited liability company
|
CC VIII Fiberlink, LLC
|
Delaware limited liability company
|
CC VIII Operating, LLC
|
Delaware limited liability company
|
CCH Holding Company, LLC
|
Delaware limited liability company
|
CCH I Holdings, LLC
|
Delaware limited liability company
|
CCH II, LLC
|
Delaware limited liability company
|
CCHC, LLC
|
Delaware limited liability company
|
CCO Fiberlink, LLC
|
Delaware limited liability company
|
CCO Holdings Capital Corp.
|
Delaware corporation
|
CCO Holdings, LLC
|
Delaware limited liability company
|
CCO NR Holdings, LLC
|
Delaware limited liability company
|
CCO Transfers, LLC
|
Delaware limited liability company
|
Charter Advanced Services (AL), LLC
|
Delaware limited liability company
|
Charter Advanced Services (CA), LLC
|
Delaware limited liability company
|
Charter Advanced Services (CO), LLC
|
Delaware limited liability company
|
Charter Advanced Services (CT), LLC
|
Delaware limited liability company
|
Charter Advanced Services (GA), LLC
|
Delaware limited liability company
|
Charter Advanced Services (IL), LLC
|
Delaware limited liability company
|
Charter Advanced Services (IN), LLC
|
Delaware limited liability company
|
Charter Advanced Services (KY), LLC
|
Delaware limited liability company
|
Charter Advanced Services (LA), LLC
|
Delaware limited liability company
|
Charter Advanced Services (MA), LLC
|
Delaware limited liability company
|
Charter Advanced Services (MD), LLC
|
Delaware limited liability company
|
Charter Advanced Services (MI), LLC
|
Delaware limited liability company
|
Charter Advanced Services (MN), LLC
|
Delaware limited liability company
|
Charter Advanced Services (MO), LLC
|
Delaware limited liability company
|
Charter Advanced Services (MS), LLC
|
Delaware limited liability company
|
Charter Advanced Services (MT), LLC
|
Delaware limited liability company
|
Charter Advanced Services (NC), LLC
|
Delaware limited liability company
|
Charter Advanced Services (NE), LLC
|
Delaware limited liability company
|
Charter Advanced Services (NH), LLC
|
Delaware limited liability company
|
Charter Advanced Services (NV), LLC
|
Delaware limited liability company
|
Charter Advanced Services (NY), LLC
|
Delaware limited liability company
|
Charter Advanced Services (OH), LLC
|
Delaware limited liability company
|
Charter Advanced Services (OR), LLC
|
Delaware limited liability company
|
Charter Advanced Services (PA), LLC
|
Delaware limited liability company
|
Charter Advanced Services (SC), LLC
|
Delaware limited liability company
|
Charter Advanced Services (TN), LLC
|
Delaware limited liability company
|
Charter Advanced Services (TX), LLC
|
Delaware limited liability company
|
Charter Advanced Services (UT), LLC
|
Delaware limited liability company
|
Charter Advanced Services (VA), LLC
|
Delaware limited liability company
|
Charter Advanced Services (VT), LLC
|
Delaware limited liability company
|
Charter Advanced Services (WA), LLC
|
Delaware limited liability company
|
Charter Advanced Services (WI), LLC
|
Delaware limited liability company
|
Charter Advanced Services (WV), LLC
|
Delaware limited liability company
|
Charter Advanced Services (WY), LLC
|
Delaware limited liability company
|
Charter Advanced Services VIII (MI), LLC
|
Delaware limited liability company
|
Charter Advanced Services VIII (MN), LLC
|
Delaware limited liability company
|
Charter Advanced Services VIII (WI), LLC
|
Delaware limited liability company
|
Charter Cable Partners, LLC
|
Delaware limited liability company
|
Charter Communications Entertainment I, LLC
|
Delaware limited liability company
|
Charter Communications Holding Company, LLC
|
Delaware limited liability company
|
Charter Communications Holdings, LLC
|
Delaware limited liability company
|
Charter Communications, LLC
|
Delaware limited liability company
|
Charter Communications Operating Capital Corp.
|
Delaware corporation
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Charter Communications Operating, LLC
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Delaware limited liability company
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Charter Communications VI, L.L.C.
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Delaware limited liability company
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Charter Communications VII, LLC
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Delaware limited liability company
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Charter Communications, Inc.
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Delaware corporation (Parent Company)
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Charter Distribution, LLC
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Delaware limited liability company
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Charter Fiberlink - Alabama, LLC
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Delaware limited liability company
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Charter Fiberlink - Georgia, LLC
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Delaware limited liability company
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Charter Fiberlink - Illinois, LLC
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Delaware limited liability company
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Charter Fiberlink - Maryland II, LLC
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Delaware limited liability company
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Charter Fiberlink - Michigan, LLC
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Delaware limited liability company
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Charter Fiberlink - Missouri, LLC
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Delaware limited liability company
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Charter Fiberlink - Nebraska, LLC
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Delaware limited liability company
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Charter Fiberlink - Tennessee, LLC
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Delaware limited liability company
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Charter Fiberlink AR-CCVII, LLC
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Delaware limited liability company
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Charter Fiberlink CA-CCO, LLC
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Delaware limited liability company
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Charter Fiberlink CC VIII, LLC
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Delaware limited liability company
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Charter Fiberlink CCO, LLC
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Delaware limited liability company
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Charter Fiberlink CT-CCO, LLC
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Delaware limited liability company
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Charter Fiberlink LA-CCO, LLC
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Delaware limited liability company
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Charter Fiberlink MA-CCO, LLC
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Delaware limited liability company
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Charter Fiberlink MS-CCVI, LLC
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Delaware limited liability company
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Charter Fiberlink NC-CCO, LLC
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Delaware limited liability company
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Charter Fiberlink NH-CCO, LLC
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Delaware limited liability company
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Charter Fiberlink NV-CCVII, LLC
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Delaware limited liability company
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Charter Fiberlink NY-CCO, LLC
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Delaware limited liability company
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Charter Fiberlink OH-CCO, LLC
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Delaware limited liability company
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Charter Fiberlink OR-CCVII, LLC
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Delaware limited liability company
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Charter Fiberlink SC-CCO, LLC
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Delaware limited liability company
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Charter Fiberlink TX-CCO, LLC
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Delaware limited liability company
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Charter Fiberlink VA-CCO, LLC
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Delaware limited liability company
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Charter Fiberlink VT-CCO, LLC
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Delaware limited liability company
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Charter Fiberlink WA-CCVII, LLC
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Delaware limited liability company
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Charter Gateway, LLC
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Delaware limited liability company
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Charter Helicon, LLC
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Delaware limited liability company
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Charter Leasing Holding Company, LLC
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Delaware limited liability company
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Charter Leasing of Wisconsin, LLC
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Delaware limited liability company
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Coaxial Communications of Central Ohio LLC
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Delaware limited liability company
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DukeNet Communications Holdings, LLC
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Delaware limited liability company
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DukeNet Communications, LLC
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Delaware limited liability company
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Falcon Cable Communications, LLC
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Delaware limited liability company
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Falcon Cable Systems Company II, L.P.
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California limited partnership
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Falcon Community Cable, L.P.
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Delaware limited partnership
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Falcon Community Ventures I Limited Partnership
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California limited partnership
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Falcon First Cable of the Southeast, LLC
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Delaware limited liability company
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Falcon First, LLC
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Delaware limited liability company
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Falcon Video Communications, L.P.
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Delaware limited partnership
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Helicon Partners I, L.P.
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Delaware limited partnership
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ICI Holdings, LLC
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Delaware limited liability company
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Insight Blocker LLC
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Delaware limited liability company
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Insight Capital LLC
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Delaware limited liability company
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Insight Communications Company LLC
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Delaware limited liability company
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Insight Communications Company, L.P.
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Delaware limited partnership
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Insight Communications Midwest, LLC
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Delaware limited liability company
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Insight Communications of Central Ohio, LLC
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Delaware limited liability company
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Insight Communications of Kentucky, L.P.
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Delaware limited partnership
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Insight Interactive, LLC
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Delaware limited liability company
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Insight Kentucky Capital, LLC
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Delaware limited liability company
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Insight Kentucky Partners I, L.P.
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Delaware limited partnership
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Insight Kentucky Partners II, L.P.
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Delaware limited partnership
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Insight Midwest Holdings, LLC
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Delaware limited liability company
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Insight Midwest, L.P.
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Delaware limited partnership
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Insight Phone of Indiana, LLC
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Delaware limited liability company
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Insight Phone of Kentucky, LLC
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Delaware limited liability company
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Insight Phone of Ohio, LLC
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Delaware limited liability company
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Interactive Cable Services, LLC
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Delaware limited liability company
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Interliant UK Holdings Limited
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A United Kingdom entity
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Interlink Communications Partners, LLC
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Delaware limited liability company
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Intrepid Acquisition LLC
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Delaware limited liability company
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Time Warner Cable Information Services (South Carolina), LLC
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Delaware limited liability company
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Time Warner Cable Information Services (Tennessee), LLC
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Delaware limited liability company
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Time Warner Cable Information Services (Texas), LLC
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Delaware limited liability company
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Time Warner Cable Information Services (Virginia), LLC
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Delaware limited liability company
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Time Warner Cable Information Services (Washington), LLC
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Delaware limited liability company
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Time Warner Cable Information Services (West Virginia), LLC
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Delaware limited liability company
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Time Warner Cable Information Services (Wisconsin), LLC
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Delaware limited liability company
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Time Warner Cable International LLC
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Delaware limited liability company
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Time Warner Cable Internet Holdings III LLC
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Delaware limited liability company
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Time Warner Cable Internet Holdings LLC
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Delaware limited liability company
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Time Warner Cable Internet LLC
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Delaware limited liability company
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Time Warner Cable, LLC
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Delaware limited liability company
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Time Warner Cable Media LLC
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Delaware limited liability company
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Time Warner Cable New York City LLC
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Delaware limited liability company
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Time Warner Cable Northeast LLC
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Delaware limited liability company
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Time Warner Cable Sports LLC
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Delaware limited liability company
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TWC Administration LLC
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Delaware limited liability company
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TWC Business Services Canada ULC
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British Columbia unlimited liability company
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TWC Communications, LLC
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Delaware limited liability company
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TWC Digital Phone LLC
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Delaware limited liability company
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TWC Employee Disaster Relief Fund
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Delaware non-profit corporation
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TWC Media Blocker LLC
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Delaware limited liability company
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TWC News and Local Programming Holdco LLC
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Delaware limited liability company
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TWC News and Local Programming LLC
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Delaware limited liability company
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TWC Regional Sports Network I LLC
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Delaware limited liability company
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TWC Regional Sports Network II LLC
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Delaware limited liability company
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TWC SEE Holdco LLC
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Delaware limited liability company
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TWC Sports Newco LLC
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Delaware limited liability company
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TWC Wireless LLC
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Delaware limited liability company
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TWC/Charter Los Angeles Cable Advertising, LLC
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Delaware limited liability company
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TWCIS Holdco LLC
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Delaware limited liability company
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1.
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I have reviewed this Annual Report on Form 10-K of Charter Communications, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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.
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ Thomas M. Rutledge
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1.
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I have reviewed this Annual Report on Form 10-K of Charter Communications, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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.
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ Christopher L. Winfrey
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•
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fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
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•
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Thomas M. Rutledge
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•
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fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
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•
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Christopher L. Winfrey
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