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What changed in Charter Communications's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Charter Communications's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+468 added−396 removedSource: 10-K (2026-01-30) vs 10-K (2025-01-31)

Top changes in Charter Communications's 2025 10-K

468 paragraphs added · 396 removed · 329 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

146 edited+36 added−25 removed85 unchanged
Biggest changeApproximate as of December 31, 2024 (a) 2023 (a) Customer Relationships (b) Residential 29,258 29,904 Small and Medium Business ("SMB") 2,215 2,222 Total Customer Relationships 31,473 32,126 Monthly Residential Revenue per Residential Customer (c) $ 121.04 $ 119.89 Monthly SMB Revenue per SMB Customer (d) $ 164.08 $ 163.64 Internet Residential 28,034 28,544 SMB 2,046 2,044 Total Internet Customers 30,080 30,588 Video Residential 12,327 13,503 SMB 565 619 Total Video Customers 12,892 14,122 Mobile Lines (e) Residential 9,568 7,519 SMB 315 247 Total Mobile Lines 9,883 7,766 Voice Residential 5,636 6,712 SMB 1,248 1,293 Total Voice Customers 6,884 8,005 Enterprise Primary Service Units ("PSUs") (f) 319 303 (a) We calculate the aging of customer accounts based on the monthly billing cycle for each account in accordance with our collection policies.
Biggest changeApproximate as of December 31, 2025 (a) 2024 (a) Customer Relationships (b) Residential 29,609 29,964 Small Business 2,237 2,250 Total Customer Relationships 31,846 32,214 Monthly Residential Revenue per Residential Customer (c) $ 119.05 $ 118.71 Monthly Small Business Revenue per Small Business Customer (d) $ 161.50 $ 161.97 Connectivity Residential 28,563 28,763 Small Business 2,077 2,082 Total Connectivity Customers 30,640 30,845 Internet Residential 27,641 28,034 Small Business 2,039 2,049 Total Internet Customers 29,680 30,083 Mobile Lines (e) Residential 11,370 9,543 Small Business 396 315 Total Mobile Lines 11,766 9,858 Video Residential 12,072 12,327 Small Business 533 565 Total Video Customers 12,605 12,892 Voice Residential 4,832 5,636 Small Business 1,214 1,248 Total Voice Customers 6,046 6,884 Mid-Market & Large Business PSUs (f) 357 340 (a) We calculate the aging of customer accounts based on the monthly billing cycle for each account in accordance with our collection policies.
Network Evolution Our network and product evolution plan continues to progress, with a clear path to delivering symmetrical and multi-gig speeds to our customers across our footprint, meeting the needs of today and anticipating the growing demand for faster speeds for years to come.
Network Evolution Our network and product evolution plan continues to progress, with a clear path to delivering symmetrical and multi-gig speeds to customers across our footprint, meeting the needs of today and anticipating the growing demand for faster speeds for years to come.
Products and Services We offer our customers subscription-based Internet, video, mobile and voice services, with prices and related charges based on the types of service selected, whether the services are sold as a “bundle” or on an individual basis, and based on the equipment necessary to receive our services.
Products and Services We offer our customers subscription-based Internet, mobile, video and voice services, with prices and related charges based on the types of service selected, whether the services are sold as a “bundle” or on an individual basis, and based on the equipment necessary to receive our services.
(b) Customer relationships include the number of customers that receive one or more levels of service, encompassing Internet, video, mobile 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.
(b) Customer relationships include the number of customers that receive one or more levels of service, encompassing Internet, mobile, video 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.
We insert local advertising on up to 100 channels in over 90 markets and on multiple streaming services/free advertising-supported streaming television (“FAST”) channels including Amazon, Xumo and others. Our large footprint provides opportunities for advertising customers to address broader regional audiences from a single provider and thus reach more customers with a single transaction.
We insert local advertising on up to 100 channels in over 90 markets and on multiple streaming services and free advertising-supported streaming television (“FAST”) channels including Amazon, Xumo and others. Our large footprint provides opportunities for advertising customers to address broader regional audiences from a single provider and thus reach more customers with a single transaction.
We expect these newly served homes will be enabled to engage in remote work, virtual learning, telemedicine and other bandwidth-heavy applications that require high speed broadband connectivity. Newly served rural areas will also benefit from our high-value Spectrum pricing and packaging structure including our mobile and voice offerings, as well as our comprehensive selection of video products.
We expect these newly served homes will be enabled to engage in remote work, virtual learning, telemedicine and other bandwidth-heavy applications that require high-speed broadband connectivity. Newly served rural areas also will benefit from our high-value Spectrum pricing and packaging structure including our mobile and voice offerings, as well as our comprehensive selection of video products.
Additional Competition In some of our operating areas, other regional competitors have built networks that offer Internet, video, mobile and voice services that compete with our services. We also compete with other sources of news, information and entertainment, including over-the-air television broadcast reception, live events, movie theaters and the Internet.
Additional Competition In some of our operating areas, other regional competitors have built networks that offer Internet, mobile, video and voice services that compete with our services. We also compete with other sources of news, information and entertainment, including over-the-air television broadcast reception, live events, movie theaters and the Internet.
At the effective time of the merger (the “effective time”): • each share of (i) Liberty Broadband Series A common stock, par value $0.01 per share (“Liberty Broadband Series A common stock”), (ii) Liberty Broadband Series B common stock, par value $0.01 per share (“Liberty Broadband Series B common stock”), and (iii) Liberty Broadband Series C common stock, par value $0.01 per share (“Liberty Broadband Series C common stock” and together with the Liberty Broadband Series A common stock and the Liberty Broadband Series B common stock, the “Liberty Broadband common stock”), in each case, issued and outstanding immediately prior to the effective time (other than certain excluded shares as set forth in the merger agreement) will be converted into the right to receive 0.236 of a validly issued, fully paid and nonassessable share of Charter Class A common stock, par value $0.001 per share (“Charter Class A common stock”); and • each share of Liberty Broadband Series A cumulative redeemable preferred stock, par value $0.01 per share (“Liberty Broadband preferred stock”), issued and outstanding immediately prior to the effective time (other than excluded treasury shares as set forth in the merger agreement) will be converted into the right to receive one share of newly issued Charter Series A cumulative redeemable preferred stock, par value $0.001 per share (“Charter preferred stock”).
At the effective time of the Merger (the “effective time”): • each share of (i) Liberty Broadband Series A common stock, par value $0.01 per share (“Liberty Broadband Series A common stock”), (ii) Liberty Broadband Series B common stock, par value $0.01 per share (“Liberty Broadband Series B common stock”), and (iii) Liberty Broadband Series C common stock, par value $0.01 per share (“Liberty Broadband Series C common stock” and together with the Liberty Broadband Series A common stock and the Liberty Broadband Series B common stock, the “Liberty Broadband common stock”), in each case, issued and outstanding immediately prior to the effective time (other than certain excluded shares as set forth in the Merger Agreement) will be converted into the right to receive 0.236 of a validly issued, fully paid and nonassessable share of Charter Class A common stock, par value $0.001 per share; and • each share of Liberty Broadband Series A cumulative redeemable preferred stock, par value $0.01 per share (“Liberty Broadband preferred stock”), issued and outstanding immediately prior to the effective time (other than excluded treasury shares as set forth in the Merger Agreement) will be converted into the right to receive one share of newly issued Charter Series A cumulative redeemable preferred stock, par value $0.001 per share (“Charter preferred stock”).
A number of states have adopted franchising laws that provide for state-issued franchising. Generally, state-issued cable franchises are for a fixed term (or in perpetuity), streamline many of the traditional local cable franchise requirements and eliminate local negotiation and enforcement of terms.
A number of states have adopted franchising laws that provide for state-issued franchises. Generally, state-issued cable franchises are for a fixed term (or in perpetuity), streamline many of the traditional local cable franchise requirements and eliminate local negotiation and enforcement of terms.
State regulatory commissions and legislatures may continue to consider imposing regulatory requirements on our fixed wireline voice telephone services. Privacy and Information Security Regulation The Communications Act limits our ability to collect, use, and disclose customers’ personally identifiable information for our Internet, video, mobile and voice services.
State regulatory commissions and legislatures may continue to consider imposing regulatory requirements on our fixed wireline voice telephone services. Privacy and Information Security Regulation The Communications Act limits our ability to collect, use, and disclose customers’ personally identifiable information for our Internet, mobile, video and voice services.
Department of Labor, is aligned with our broadband technician career progression and 19 includes thousands of hours of on-the-job training along with classroom instruction. When enrolled employees complete the program, they become certified broadband technicians. • We conduct annual talent planning to review the overall performance of our leaders and their potential to serve in larger, more complex roles.
Department of Labor, is aligned with our broadband technician career progression and includes thousands of hours of on-the-job training along with classroom instruction. When enrolled employees complete the program, they become certified broadband technicians. • We conduct annual talent planning to review the overall performance of our leaders and their potential to serve in larger, more complex roles.
In recent years, the federal, state and local governments have offered billions of dollars in subsidies to companies deploying broadband to areas deemed to be “unserved” or “underserved,” using funds from the FCC’s RDOF auction in 2020, The Coronavirus Aid, Relief, and Economic Security (“CARES”) Act (2020), The American Rescue Plan Act of 2021 (“ARPA”), and IIJA.
In recent years, the federal, state and local governments have offered billions of dollars in subsidies to companies deploying broadband to areas deemed to be “unserved” or “underserved,” using funds from the FCC’s RDOF auction in 2020, The Coronavirus Aid, Relief, and Economic Security (“CARES”) Act (2020), The American Rescue Plan Act of 2021 (“ARPA”), BEAD and IIJA.
Advertising competition has increased and will likely continue to increase as new advertising platforms seek to attract the same advertisers. We compete for advertising revenue against, among others, local broadcast stations, national cable and broadcast networks, radio stations, print media, connected device platforms, direct-to-consumer ad-supported applications and online advertising companies and content providers.
Advertising competition has increased and will likely continue to increase as new advertising platforms seek to attract the same advertisers. We compete for advertising revenue against, among others, local broadcast stations, national cable and broadcast networks, direct-to-consumer ad-supported applications, connected device platforms, social media networks, online advertising companies and content providers, radio stations and print media.
We cannot predict at this time what new requirements may be adopted and how such changes might impact our business. 15 Copyright The carriage of television and radio broadcast signals by cable systems are subject to a federal compulsory copyright license. The copyright law provides copyright owners the right to audit our payments under the compulsory license.
We cannot predict at this time what new requirements may be adopted and how such changes might impact our business. Copyright The carriage of television and radio broadcast signals by cable systems are subject to a federal compulsory copyright license. The copyright law provides copyright owners the right to audit our payments under the compulsory license.
We have registered with or obtained certificates or authorizations from the FCC and the state regulatory authorities in those states in which we offer competitive voice services in order to ensure the continuity of our services. However, it is unclear whether and how these and other ongoing regulatory matters ultimately will be resolved.
We have registered with or obtained certificates or authorizations from the FCC and the state regulatory authorities in those states in which we offer competitive voice services and/or VOIP in order to ensure the continuity of our services. However, it is unclear whether and how these and other ongoing regulatory matters ultimately will be resolved.
There are several ways in which we attract, develop, and retain highly qualified talent, including: Rewarding Our Employees Competitively and Fairly • We provide compensation packages that are market competitive, taking into account the location and responsibilities of the role. • All hourly employees have a starting minimum wage of at least $20 per hour, which is well above any state or federal minimum wage level. • Over 80% of our employees are eligible for additional variable compensation based on their performance, including annual bonus eligibility for all frontline supervisors and other salaried employees not already on a sales commission or bonus plan. • We provide high-quality, comprehensive medical, dental, and vision coverage for all full-time and part-time employees.
There are several ways in which we attract, develop, and retain highly qualified talent, including: Rewarding Our Employees Competitively and Fairly • We provide compensation packages that are market competitive, taking into account the location and responsibilities of the role. • All hourly employees have a starting minimum wage of at least $20 per hour, which is well above any state or federal minimum wage level. • Approximately 80% of our employees are eligible for additional variable compensation based on their performance, including annual bonus eligibility for all frontline supervisors and other salaried employees not already on a sales commission or bonus plan. • We provide high-quality, comprehensive medical, dental, and vision coverage for all full-time and part-time employees.
DSL service is offered across our footprint often at prices lower than our Internet services, although typically at speeds much lower than the minimum speeds we offer as part of our Spectrum pricing and packaging. In addition, commercial areas, such as retail malls, restaurants and airports, offer WiFi Internet service.
DSL service is also offered across our footprint often at prices lower than our Internet services, although typically at speeds much lower than the minimum speeds we offer as part of our Spectrum pricing and packaging. In addition, commercial areas, such as retail malls, restaurants and airports, offer WiFi Internet service.
The FTC currently has the authority, pursuant to its general authority to enforce against unfair or deceptive acts and practices, to protect the privacy of Internet service customers, including our use and disclosure of certain customer information. Our operations are also subject to federal and state laws governing information security.
The FTC currently has the authority, pursuant to its 18 general authority to enforce against unfair or deceptive acts and practices, to protect the privacy of Internet service customers, including our use and disclosure of certain customer information. Our operations are also subject to federal and state laws governing information security.
Additionally, several national mobile network operators offer long-term evolution (“LTE”) or 5G delivered cell phone home Internet service (fixed wireless access from cell phone towers) in our markets. In several markets, we also face competition from one or more fixed wireless providers that deliver point-to-point Internet connectivity.
Several national mobile network operators offer long-term evolution (“LTE”) or 5G delivered cell phone home Internet service (fixed wireless access from cell phone towers) in our markets. In several markets, we also face competition from one or more fixed wireless providers that deliver point-to-point Internet connectivity.
We have been awarded over $2 billion in the RDOF auction and other federal, state and municipal grants that will partially fund, along with our substantial additional investment, the construction of new broadband infrastructure to over 1.7 million estimated passings.
To date, we have been awarded over $2 billion in the RDOF auction and other federal, state and municipal grants that will partially fund, along with our substantial additional investment, the construction of new broadband infrastructure to over 1.7 million estimated passings.
DBS providers offer aggressive promotional pricing and video services 12 that are comparable in many respects to our residential video service. Our residential video service also faces competition from large telecommunications companies, primarily Verizon, which offer wireline video services in significant portions of our operating areas.
DBS providers offer aggressive promotional pricing and video services that are comparable in many respects to our residential video service. Our residential video service also faces competition from large telecommunications companies, primarily Verizon, which offer wireline video services in significant portions of our operating areas.
In accordance with agreements with American Media Productions, we act as the network’s exclusive affiliate and advertising sales representative and have certain branding and programming rights with respect to the network. In addition, we provide certain production and technical services to American Media Productions. The affiliate, advertising, production and programming agreements continue through 2038.
In accordance with agreements with American Media 8 Productions, we act as the network’s exclusive affiliate and advertising sales representative and have certain branding and programming rights with respect to the network. In addition, we provide certain production and technical services to American Media Productions. The affiliate, advertising, production and programming agreements continue through 2038.
We sell our residential and commercial services using national brand platforms known as Spectrum, Spectrum Business, Spectrum Enterprise, Spectrum Reach and Spectrum Community Solutions. These brands reflect our comprehensive approach to industry-leading products, driven by speed, performance and innovation.
We sell our residential and commercial services using national brand platforms known as Spectrum, Spectrum Business, Spectrum Reach and Spectrum Community Solutions. These brands reflect our comprehensive approach to industry-leading products, driven by speed, performance and innovation.
The FCC can also fine a provider for filing incorrect maps. Mobile Service Our Spectrum Mobile service offers mobile Internet access and telephone service. We provide this service as a mobile virtual network operator (“MVNO”) using Verizon’s network and our network through Spectrum WiFi.
The FCC can also fine a provider for filing incorrect maps. Mobile Service Our Spectrum Mobile service offers mobile Internet access and telephone service. We provide this service as a mobile virtual network operator (“MVNO”) using Verizon’s network and our network through Spectrum WiFi and CBRS.
This combination also reduces the number of service transactions we perform per relationship, yielding higher customer satisfaction and lower customer churn, which results in lower costs to acquire and serve customers and greater profitability.
This combination also reduces the number of service transactions we perform per relationship, yielding higher customer satisfaction and lower customer churn, which results in lower costs to acquire and serve customers and drives greater profitability.
Advanced WiFi, a managed WiFi service that provides customers an optimized home network while providing greater control of connected devices with enhanced security and privacy, is available to all Internet customers.
Advanced WiFi, a managed WiFi service that provides customers an optimized home network while providing greater control of connected devices with enhanced security and privacy, is available to all of our Internet customers.
Financial Statements and Supplementary Data,” which also includes the accreted values of the indebtedness described below. 3 Footprint We operate in geographically diverse areas which are managed centrally on a consolidated level. The map below highlights our footprint along with our planned rural expansion over the span of the initiative based on grants awarded as of December 31, 2024.
Financial Statements and Supplementary Data,” which also includes the accreted values of the indebtedness described below. 3 Footprint We operate in geographically diverse areas which are managed centrally on a consolidated level. The map below highlights our footprint along with our planned rural expansion over the span of the initiative based on grants awarded as of December 31, 2025.
It is our priority to keep this coverage affordable for our employees and their families, and so for the last twelve years, we have absorbed the full premium cost increase for medical, dental, and vision coverage. • We provide competitive financial benefits to all employees such as a 401(k) Plan with a dollar-for-dollar company match up to 6% of their eligible pay.
It is our priority to keep this coverage affordable for our employees and their families, and so for the last 13 years, we have absorbed the full premium cost increase for medical, dental, and vision coverage. • We provide competitive financial benefits to all employees such as a 401(k) Plan with a dollar-for-dollar company match up to 6% of their eligible pay.
Federal regulations, which apply in twenty-seven states, establish cost-based rental rates applicable to pole attachments used for cable or telecommunications services, including when offered together with Internet service, and at times establish mandatory timelines for processing pole access requests and limitations on make-ready costs that pole owners may charge for accommodating attachments.
Federal regulations, which apply in twenty-six states, establish cost-based rental rates applicable to pole attachments used for cable or telecommunications services, including when offered together with Internet service, and at times establish mandatory timelines for processing pole access requests and limitations on make-ready costs that pole owners may charge for accommodating attachments.
We sometimes face challenges getting access to poles in rural areas where upfront construction and make ready costs can be higher and where pole owners may be slow to grant our permit requests, especially when the FCC pole attachment rules do not apply or when FCC mandatory timelines do not apply, as is the case in most rural builds.
We sometimes face challenges getting access to poles in rural areas where upfront construction and make ready costs can be higher and where pole owners may be slow to grant our permit requests, especially when the FCC pole attachment rules do not apply or when FCC mandatory timelines do not apply, as is the case in many rural builds.
HFC architecture benefits include: • bandwidth capacity to enable video and broadband services; • dedicated bandwidth for delivering higher signal quality and service reliability, which provides an advantage over cell phone home Internet offerings; • the ability to upgrade capacity at a lower incremental capital cost relative to our competitors; • a powered network enabling out-of-home Advanced WiFi and 5G small cell access points; and • existing infrastructure with connections capable of self installation by the customer in most of our passings.
Our fiber-powered network benefits include: • bandwidth capacity to enable video and broadband services; • dedicated bandwidth for delivering higher signal quality and service reliability, which provides an advantage over cell phone home Internet offerings; • the ability to upgrade capacity at a lower incremental capital cost relative to our competitors; • a powered network enabling out-of-home Advanced WiFi and 5G small cell access points; and • existing infrastructure with connections capable of self installation by the customer in most of our passings.
Our Spectrum Mobile service is offered to customers subscribing to our Internet service and uses the customers’ private WiFi, our Spectrum Mobile network (comprised of out-of-home WiFi access points across our footprint combined with out-of-home WiFi access points from other networks with which we partner) as well as leveraging the cellular network of Verizon Communications Inc. ("Verizon").
Our Spectrum Mobile service is offered to customers subscribing to our Internet service and uses the customers’ private WiFi, our Spectrum Mobile network (comprised of 49 million out-of-home WiFi access points across our footprint combined with out-of-home WiFi access points from other networks with which we partner) as well as leveraging the cellular network of Verizon Communications Inc. ("Verizon").
To meet the communications needs of these more sophisticated customers, Spectrum Enterprise also offers an array of voice trunking services and unified messaging, communications and collaboration products. We offer Unified Communications services integrated with our connectivity and managed services to give customers more choices for enhancing their digital experience across locations and devices.
To meet the communications needs of these more sophisticated customers, Spectrum Business also offers an array of voice trunking services and unified messaging, communications and collaboration products. We offer Unified Communications services integrated with our connectivity and managed services to give customers more choices for enhancing their digital experience across locations and devices.
Spectrum Mobile ® is available to all new and existing Internet customers and offers plans that include 5G access, do not require contracts and include taxes and fees in the price. We continue to innovate our video product and recently transformed all of our affiliation agreements with major programmers.
Spectrum Mobile ® is available to all new and existing Spectrum Internet customers and offers plans that include 5G access, do not require contracts and include taxes and fees in the price. We continue to innovate our video product and have transformed all of our affiliation agreements with major programmers.
Spectrum Internet bundled with our in-home Advanced WiFi allows multiple people within a single household to stream high definition (“HD”) video content while simultaneously using our Internet service for other purposes including two-way video conferencing, gaming and virtual reality, among other things.
Spectrum Internet bundled with our in-home Advanced WiFi allows multiple people within a single household to stream high definition 4K video content while simultaneously using our Internet service for other purposes including two-way video conferencing, gaming and virtual reality, among other things.
Executive leadership reviews the results of talent conversations, which open possibilities for career growth opportunities and cross-organizational movement.
Executive leadership reviews the results of talent conversations, which open possibilities for career growth opportunities and cross-organizational movement. 20
In addition, the diversity of the communities we serve is reflected in our workforce, which is a critical part of our success in serving these communities. We value the unique backgrounds, perspectives, and experiences of our employees. Embracing these differences brings us together for the common mission of exceeding our customers’ needs.
In addition, the communities we serve are reflected in our workforce, which is a critical part of our success in serving these communities. We value the unique backgrounds, perspectives, and experiences of our employees. Embracing these differences brings us together for the common mission of exceeding our customers’ needs.
Competition is also posed by fixed wireless and satellite master antenna television systems serving MDUs, such as condominiums, apartment complexes, and private residential communities. Business Services We face intense competition across each of our business services product offerings. Our SMB Internet, video, mobile and voice services face competition from a variety of providers as described above.
Competition is also posed by fixed wireless and satellite master antenna television systems serving MDUs, such as condominiums, apartment complexes, and private residential communities. Commercial Services We face intense competition across each of our business services product offerings. Our small business Internet, mobile, video and voice services face competition from a variety of providers as described above.
Competition Residential Services We face intense competition for residential customers, both from existing competitors and, as a result of the rapid development of new technologies, services and products, from new entrants. Internet Competition Our residential Internet service faces competition across our footprint from fiber-to-the-home ("FTTH"), fixed wireless broadband, Internet delivered via satellite and DSL services. AT&T Inc.
Competition Residential Services We face intense competition for residential customers, both from existing competitors and, as a result of the rapid development of new technologies, services and products, from new entrants. Internet Competition Our residential Internet service faces competition across our footprint from fiber-to-the-home ("FTTH"), fixed wireless broadband, Internet delivered via satellite and DSL services.
We continue to expand the capacity of our hybrid fiber coaxial network using a number of technologies, including spectrum expansion, initially to 1.2 GHz and then to 1.8 GHz, changing the bandwidth allocation to a "high split" to increase upstream speeds, Distributed Access Architecture ("DAA") and DOCSIS 4.0 technology.
We continue to expand the capacity of our fiber-powered network using a number of technologies, including • spectrum expansion, initially to 1.2 GHz and then to 1.8 GHz; • changing the bandwidth allocation to a "high split" to increase upstream speeds; • Distributed Access Architecture ("DAA"); and • DOCSIS 4.0 technology.
The equity ownership percentages shown below for Charter Communications Holdings, LLC (“Charter Holdings”) are approximations. Indebtedness amounts shown below are principal amounts as of December 31, 2024. See Note 8 to the accompanying consolidated financial statements contained in “Part II. Item 8.
The equity ownership percentages shown below for Charter Communications Holdings, LLC (“Charter Holdings”) are approximations. Indebtedness amounts shown below are principal amounts as of December 31, 2025. See Note 9 to the accompanying consolidated financial statements contained in “Part II. Item 8.
In addition, Spectrum Enterprise offers a wide range of video solutions targeting unique needs of customers across multiple industries with a specific focus on hospitality, healthcare, government and education. Spectrum Enterprise serves businesses nationally by combining its large serviceable footprint with a robust portfolio of fiber lit buildings and a significant wholesale partner network.
In addition, Spectrum Business offers a wide range of video solutions targeting unique needs of customers across multiple industries with a specific focus on hospitality, healthcare, government and education. Spectrum Business serves mid-market & large businesses nationally by combining its large serviceable footprint with a robust portfolio of fiber lit buildings and a significant wholesale partner network.
News Channels We own and manage over 30 local news channels, including Spectrum News NY1 ® and Spectrum News SoCal, 24-hour news channels focused on New York City and Los Angeles, respectively.
News Channels We own and manage over 35 local news channels, including Spectrum News NY1® and Spectrum News SoCal, 24-hour news channels focused on New York City and Los Angeles, respectively.
As an MVNO, we are subject to many of the same FCC regulations that apply to facilities-based wireless carriers, as well as certain state or local regulations, including (but not limited to): E911, local number portability, customer privacy, Communications Assistance for Law Enforcement Act (“CALEA”), Universal Service Fund contributions, robocall mitigation and hearing aid compatibility and safety and emission requirements for mobile devices.
As an MVNO, we are subject to many of the same FCC regulations that apply to facilities-based wireless carriers, as well as certain state or local regulations, including (but not limited to): 911 emergency services (“E911”), local number portability, customer privacy, Communications Assistance for Law Enforcement Act (“CALEA”), Universal Service Fund contributions, robocall mitigation, hearing aid compatibility and safety and emission requirements for mobile devices.
Together with our Xumo Stream Boxes (“Xumo”), our goal is to deliver utility and value for our customers, irrespective of how they want to view content, and better and more stable economics for our programming partners and us. Pricing & Packaging and Customer Commitments Our fully deployed high-bandwidth network offers ubiquitous and seamless connectivity products.
Together with our Xumo Stream Boxes (“Xumo”), our goal is to deliver utility and value for our customers, irrespective of how they want to view content, and better and more stable economics for our programming partners and us. Pricing & Packaging and Customer Commitments Our fully deployed fiber-powered network offers ubiquitous and seamless connectivity products.
With nearly 500 million devices connected wirelessly to our network in our customers' homes and businesses, we are unlocking our network investments for multi-gigabit speeds through the deployment of WiFi 7 routers that we launched in late 2024. We own 210 Citizen Broadband Radio Service (“CBRS”) Priority Access Licenses (“PALs”).
With nearly 500 million devices connected wirelessly to our network in our customers' homes and businesses, we are unlocking our network investments for multi-gigabit speeds through the deployment of WiFi 7 routers. We own 210 Citizen Broadband Radio Service (“CBRS”) Priority Access Licenses (“PALs”).
These new agreements give us greater overall packaging flexibility and the ability to include the ad-supported versions of key programmer streaming applications within our video packages along with the ability to upgrade to ad-free versions and to sell those applications to customers a la carte for a seamless entertainment experience.
These new agreements give us greater overall packaging flexibility and the ability to include the ad-supported versions of key programmer streaming applications, at no extra cost, within our video packages, along with the ability to upgrade to ad-free versions and to sell those applications to customers a la carte for a seamless entertainment experience.
The Spectrum Enterprise product portfolio includes connectivity services such as Internet Access (fiber, coax and wireless delivered); Wide Area Network (“WAN”) services (Ethernet, Software Defined (“SD”)-WAN and cloud connectivity) that privately and securely connect geographically dispersed customer locations and cloud service providers; and Managed Service solutions which address a wide range of enterprise networking (e.g. routing, 7 Local Area Network (“LAN”), WiFi) and security (e.g. firewall, Distributed Denial of Service (“DDoS”) protection) challenges.
The Spectrum Business product portfolio 7 for mid-market & large businesses includes connectivity services such as Internet Access (fiber, coax and wireless delivered); Wide Area Network (“WAN”) services (Ethernet, Software Defined (“SD”)-WAN and cloud connectivity) that privately and securely connect geographically dispersed customer locations and cloud service providers; and Managed Service solutions which address a wide range of enterprise networking (e.g. routing, Local Area Network (“LAN”), WiFi) and security (e.g. firewall, Distributed Denial of Service (“DDoS”) protection) challenges.
The regional/metro network components provide connectivity between the regional demarcation points and headends within a specific geographic area and enable the delivery of content and services between these network components. Our last-mile network utilizes a hybrid fiber coaxial cable (“HFC”) architecture, which combines the use of fiber optic cable with coaxial cable.
The regional/metro network components provide connectivity between the regional demarcation points and headends within a specific geographic area and enable the delivery of content and services between these network components. Our last-mile network largely utilizes a hybrid fiber coaxial cable (“HFC”) architecture, which combines the use of fiber optic cable with coaxial cable, together creating our fiber-powered network.
Our awards through RDOF and ARPA include a number of regulatory requirements, such as serving as the carrier of last resort and completing increasingly larger portions of the network construction by certain dates. If we fail to meet these obligations, we could be subject to substantial government penalties.
Our awards include a number of regulatory requirements, such as serving as the carrier of last resort and 17 completing increasingly larger portions of the network construction by certain dates. If we fail to meet these obligations, we could be subject to substantial government penalties.
Immediately following the merger, Liberty Broadband, as the surviving corporation of the merger, will merge with and into Fusion Merger Sub 1, LLC (the “upstream merger” and together with the merger, the “combination”), with Fusion Merger Sub 1, LLC surviving the upstream merger as a wholly owned subsidiary of Charter.
Immediately following the Merger, Liberty Broadband, as the surviving corporation of the Merger, will merge with and into Fusion Merger Sub 1, LLC (the “Upstream Merger” and together with the Merger, the “Liberty Broadband Combination”), with Fusion Merger Sub 1, LLC surviving the Upstream Merger as a wholly owned subsidiary of Charter.
We also offer digital video recorder (“DVR”) service that enables customers to digitally record programming and to pause and rewind live programming on set-top boxes. Our cloud DVR service allows customers to schedule, record and watch their favorite programming anytime from the Spectrum TV app as well as SpectrumTV.com.
We also offer digital video recorder (“DVR”) service that enables customers to digitally record programming and to pause and rewind live programming. Our cloud DVR service allows customers to schedule, record and watch their favorite programming anytime from the Spectrum TV app as well as SpectrumTV.com.
The marketing organization manages all residential, SMB and enterprise sales channels including inbound, direct sales, online, outbound telemarketing and stores. 11 Programming We believe that offering a wide variety of video programming choices influences a customer’s decision to subscribe to and retain our video and Internet services.
The marketing organization manages all residential and Spectrum Business sales channels including inbound, direct sales, online, outbound telemarketing and stores. 11 Programming We believe that offering a wide variety of video programming choices influences a customer’s decision to subscribe to and retain our video and Internet services.
Commercial Services We offer scalable broadband communications solutions for businesses and carrier organizations of all sizes, selling Internet access, data networking, fiber connectivity to cellular towers and office buildings, video entertainment services and business telephone services. Small and Medium Business Spectrum Business offers Internet, video, mobile and voice services to SMBs over our hybrid fiber coaxial network.
Commercial Services We offer scalable broadband communications solutions for businesses and carrier organizations of all sizes, selling Internet access, data networking, fiber connectivity to cellular towers and office buildings, video entertainment services and business telephone services. Small Business Spectrum Business offers Internet, mobile, video and voice services to small businesses over our fiber-powered network.
Our enterprise solutions face competition from the competitors described above as well as cloud-based application-service providers, managed service providers and other telecommunications carriers, such as metro and regional fiber-based carriers. Advertising We face intense competition for advertising revenue across many different platforms and from a wide range of local and national competitors.
Our mid-market & large business solutions face competition from the competitors described above as well as cloud-based application-service providers, managed service providers and other telecommunications carriers, such as metro and regional fiber-based carriers. Advertising We face intense competition for advertising revenue across many different platforms and from a wide range of local and national competitors.
We also offer Advanced WiFi service to SMBs, which leverages the residential platform features, including Security Shield, with features specific to small and medium-size business such as a guest service set identifier (“SSID”). Spectrum Business includes a full range of video programming and offers Internet speeds up to 1 Gbps across our entire footprint.
We also offer Advanced WiFi service to small businesses, which leverages the residential platform features, including Security Shield, with features specific to businesses such as a guest network through a service set identifier (“SSID”). Spectrum Business includes a full range of video programming and offers Internet speeds up to 1 Gbps across our entire footprint.
Spectrum Business Connect is an SMB communications solution that includes Spectrum Internet, voice and complementary mobility features allowing our customers’ remote and office employees to stay more easily connected regardless of their location.
Spectrum Business Connect is a small business communications solution that includes Spectrum Internet, voice and complementary mobility features allowing our customers’ remote and office employees to stay more easily connected regardless of their location.
We also own 8 26.8% of Sterling Entertainment Enterprises, LLC (doing business as SportsNet New York), a New York City-based regional sports network that carries New York Mets’ baseball games as well as other regional sports programming.
We also own 35.0% of Sterling Entertainment Enterprises, LLC (doing business as SportsNet New York), a New York City-based regional sports network that carries New York Mets’ baseball games as well as other regional sports programming.
Management, Customer Operations and Marketing Our operations are centralized, with senior executives responsible for coordinating and overseeing operations, including establishing company-wide strategies, policies and procedures. Sales and marketing, field operations, customer operations, network operations, engineering, advertising sales, human resources, legal, government relations, information technology and finance are all directed at the corporate level.
Management, Customer Operations and Marketing Our operations are centralized, with senior executives responsible for coordinating and overseeing operations, including establishing company-wide strategies, policies and procedures. Sales and marketing, field operations, customer operations, network technology services, advertising sales, human resources, legal, government relations, communications, product, software development and information technology and finance are all directed at the corporate level.
Wireline Voice Service The FCC has never classified the VoIP wireline telephone services we offer as “telecommunications services” that are subject to traditional federal common carrier regulation, but instead has imposed some of these regulatory requirements on a case-by-case basis, such as requirements relating to 911 emergency services (“E911”), CALEA (the statute governing law enforcement access to and surveillance of communications), Universal Service Fund contributions, customer privacy and Customer Proprietary Network Information (“CPNI”) protections, number portability, network and/or 911 outage reporting, rural call 17 completion, disability access, regulatory fees, back-up power, robocall mitigation and discontinuance of service.
Wireline Voice Service The FCC has never classified the VoIP wireline telephone services we offer as “telecommunications services” that are subject to traditional federal common carrier regulation, but instead has imposed some of these regulatory requirements on a case-by-case basis, such as requirements relating to E911, CALEA (the statute governing law enforcement access to and surveillance of communications), Universal Service Fund contributions, customer privacy and Customer Proprietary Network Information (“CPNI”) protections, number portability, network and/or 911 outage reporting (including outages that adversely affect 911 service), rural call completion, disability access, regulatory fees, robocall mitigation and discontinuance of service.
We intend to use these licenses along with unlicensed CBRS spectrum to build our own 5G data-only mobile network on targeted 5G small cell sites leveraging our HFC network to provide power and data connectivity to the majority of the sites.
We intend to use these licenses along with General Authorized Access (“GAA”) CBRS spectrum to build our own 5G data-only mobile network on targeted 5G small cell sites leveraging our HFC network to provide power and data connectivity to the majority of the sites.
We leverage the Verizon cellular network to provide nationwide coverage including unlimited calls, text and data using Verizon’s fourth generation and fifth generation (“5G”) service including their 5G ultra-wide band services. Spectrum Mobile also uses Verizon’s international roaming partner network to ensure customers have coverage around the globe.
We leverage the Verizon cellular network to provide nationwide coverage including unlimited calls, text and data using Verizon’s fourth generation and fifth generation (“5G”) service including their latest 5G technology. Spectrum Mobile also uses Verizon’s international roaming partner network to ensure customers have coverage around the globe.
Subsidized Rural Construction Initiative In 2024, we continued our subsidized rural construction initiative in which we intend to expand our network to offer a suite of broadband connectivity services, including fixed Internet, WiFi and mobile to over 1.7 million passings in unserved areas in states where we currently operate.
Subsidized Rural Construction Initiative In 2025, we continued our subsidized rural construction initiative expanding our network to offer a suite of broadband connectivity services, including fixed Internet, WiFi and mobile to over 1.7 million passings in unserved areas in states where we currently operate.
This bandwidth-rich network enables us to offer a large selection of HD channels and Spectrum Internet Gig across all of our footprint which enables us to provide fast, reliable and secure online connections, meeting current customer demands.
This bandwidth-rich network enables us to offer Spectrum Internet Gig across all of our footprint which enables us to provide fast, reliable and secure online connections, meeting current customer demands.
In November 2023, the FCC adopted new rules governing digital discrimination, pursuant to The Infrastructure Investment and Jobs Act of 2021 (the “IIJA”), to prevent discrimination of access to broadband Internet services. Most of these rules have become effective, but they are subject to ongoing legal challenges and could be modified or rescinded by the FCC in the new Administration.
In November 2023, the FCC adopted new rules governing digital discrimination, pursuant to The Infrastructure Investment and Jobs Act of 2021 (the “IIJA”), to prevent discrimination of access to broadband Internet services. Most of these rules have become effective, but they are subject to ongoing legal challenges.
Other online video business models and products have also developed, some offered by programmers, including, (i) subscription video on demand (“SVOD”) services such as Netflix, Apple TV+, Amazon Prime and Hulu Plus, (ii) programmer streaming applications such as Max, Disney+, Peacock and Paramount+, (iii) ad-supported free online video products, including YouTube and Pluto TV, some of which offer programming for free to consumers that we currently purchase for a fee, (iv) pay-per-view products, such as iTunes, and (v) additional offerings from mobile providers which continue to integrate and bundle video services and mobile products.
These competitors include virtual MVPDs such as YouTube TV, Hulu Plus Live TV, Sling TV, Philo and DirecTV Stream. 12 Other online video business models and products have also developed, some offered by programmers, including, (i) subscription video on demand (“SVOD”) services such as Netflix, Apple TV+, Amazon Prime and Hulu, (ii) programmer streaming applications such as HBO Max, ESPN Unlimited, Disney+, Peacock and Paramount+, (iii) ad-supported free online video products, including YouTube and Pluto TV, some of which offer programming for free to consumers that we currently purchase for a fee, (iv) pay-per-view products, such as iTunes, and (v) additional offerings from mobile providers which continue to integrate and bundle video services and mobile products.
Enterprise Spectrum Enterprise offers tailored connectivity, communications and managed service solutions over a high-capacity last-mile network with speeds up to 100 Gbps to larger businesses and government entities (local, state and federal), in addition to wholesale services to mobile and wireline carriers.
Mid-Market & Large Business Spectrum Business for mid-market & large businesses offers tailored connectivity, communications and managed service solutions over a high-capacity last-mile network with speeds up to 100 Gbps to large businesses and government entities (local, state and federal), in addition to wholesale services to mobile and wireline carriers.
We also offer Wireless Internet Backup to our SMB customers which is designed to enhance and protect Internet service for SMBs in the event of a network disruption.
We also offer Wireless Internet Backup to our small business customers which is designed to enhance and protect Internet service for small businesses in the event of a network disruption.
Including amounts spent to date, we expect to invest over $8 billion in total over the span of the initiative, a portion of which we expect to offset with government funding, including over $2 billion of support awarded through December 31, 2024 in the Rural Development Opportunity Fund (“RDOF”) auction and other federal, state and municipal grants.
Including amounts spent to date, we expect to invest over $8 billion in total over the span of the initiative, a portion of which we expect to offset with government funding, including over $2 billion of support awarded through December 31, 2025 in the Rural Development Opportunity Fund (“RDOF”) auction and other 10 federal, state and municipal grants, including the Broadband Equity, Access and Deployment (“BEAD”) program.
In 2024, we began offering to MDUs and bulk single-family communities Spectrum Ready, which allows customers to set up Spectrum Internet with Advanced WiFi and video services in their home without ordering equipment or scheduling installation through permanent WiFi routers already installed in the property.
We also offer Spectrum Ready pre-installed connectivity services to MDUs and single-family communities, which allows customers to set up Spectrum Internet with Advanced WiFi and video services in their home without ordering equipment or scheduling installation through permanent WiFi routers already installed in the property.
("AT&T"), Frontier Communications Corporation (“Frontier”) and Verizon are our primary FTTH competitors and several of these FTTH competitors deliver 1 Gbps broadband speed (and some deliver multi Gbps) in at least a portion of their footprints which overlap our footprint.
Several FTTH competitors deliver 1 Gbps broadband speed (and some deliver multi Gbps) in at least a portion of their footprints which overlap our footprint. AT&T Inc. ("AT&T") and Verizon are our primary FTTH competitors.
Our Unlimited Plus plan also includes an additional 20 gigabytes of data, free roaming in Canada and Mexico and our Anytime Upgrade program that allows customers to upgrade their devices whenever they want, eliminating traditional wait times, upgrade fees and condition requirements.
Our Unlimited Plus plan also includes an additional 20 gigabytes of data, international calls and roaming in over 190 countries and our Anytime Upgrade program that allows customers to upgrade their devices whenever they want, eliminating traditional wait times, upgrade fees and condition requirements.
For additional information, see the definitive joint proxy statement/prospectus with respect to the combination, filed by Charter on January 22, 2025, including the sections entitled “The Combination,” “The Merger Agreement” and “Other Agreements Related to the Combination - Stockholders and Letter Agreement Amendment” included therein.
For additional information, see the definitive joint proxy statement/prospectus with respect to the Liberty Broadband Combination, filed by Charter on January 22, 2025, including the sections entitled “The Combination,” “The Merger Agreement” and “Other Agreements Related to the Combination - Stockholders and Letter Agreement Amendment” included therein. Cox Transactions On May 16, 2025, Charter, Charter Holdings, and Cox Enterprises, Inc.
We broadcast those games on our regional sports network, Spectrum SportsNet. American Media Productions, LLC ("American Media Productions"), an unaffiliated third party, owns SportsNet LA, a regional sports network carrying the Los Angeles Dodgers’ baseball games and other sports programming.
American Media Productions, LLC ("American Media Productions"), an unaffiliated third party, owns SportsNet LA, a regional sports network carrying the Los Angeles Dodgers’ baseball games and other sports programming.
Our systems currently provide a two-way all-digital platform, leveraging DOCSIS 3.1 technology and bandwidth of 750 megahertz or greater, to virtually all of our passings.
Our systems currently provide a two-way all-digital platform, leveraging DOCSIS 3.1 technology and bandwidth of 750 megahertz or greater, to virtually all of our passings not yet part of our network evolution initiative.
Our in-home WiFi product provides our Internet customers with high performance wireless routers and a managed WiFi service to maximize their wireless Internet experience. We offer Advanced WiFi service across all of our footprint along with WiFi 6E routers capable of delivering speeds over 2 Gbps.
Our in-home WiFi product provides our Internet customers with high performance wireless routers and a managed WiFi service to maximize their wireless Internet experience. We offer Advanced WiFi service across all of our footprint along with WiFi 7 routers capable of delivering multi-gigabit speeds wirelessly.
Video customers have access to a variety of programming packages with approximately 375 channels available in home and out of home allowing our customers to access the programming they want, when they want it, on any device.
Video Services We provide our customers with a choice of video programming services on a variety of platforms and through a variety of programming packages with approximately 375 channels available in home and out of home allowing our customers to access the programming they want, when they want it, on any device.
Liberty Broadband has debt of $2.6 billion (excluding debt at GCI) as of September 30, 2024 that will be repaid prior to closing or assumed by Charter, and $180 million in aggregate liquidation preference of Liberty Broadband preferred stock that will be converted into an equal amount of Charter preferred stock in the combination.
Liberty Broadband has debt of $1.8 billion as of September 30, 2025 that will be repaid prior to closing or assumed by Charter, and $180 million in aggregate liquidation preference of Liberty Broadband preferred stock that will be converted into an equal amount of Charter preferred stock in the Liberty Broadband Combination.
Further, the FCC, FTC, and many states regulate and restrict the marketing practices of communications service providers, including telemarketing and sending unsolicited commercial emails.
Further, the FCC, Federal Trade Commission (“FTC”), and many states regulate and restrict the marketing practices of communications service providers, including telemarketing and sending unsolicited commercial emails.
In addition, new Supreme Court 14 decisions in 2024 may increase the likelihood that federal courts could vacate federal agency rules that would have been favorable or unfavorable to our business. We cannot provide assurance that the already extensive regulation of our business will not be expanded in the future.
In addition, changes in Supreme Court precedent have increased the likelihood that federal courts could vacate federal agency rules that would have been favorable or unfavorable to our business. We cannot provide assurance that the already extensive regulation of our business will not be expanded in the future.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur network and information systems are also vulnerable to damage or interruption from power outages, telecommunications failures, accidents, natural disasters (including extreme weather arising from short-term or any long-term changes in weather patterns), terrorist attacks and similar events. Our system redundancy may be ineffective or inadequate, and our disaster recovery planning may not be sufficient for all eventualities.
Biggest changeWhile from time to time attempts have been made to access our network, these events have not as yet resulted in any material release of information, degradation or disruption to our network and information systems. 21 Our network and information systems are also vulnerable to damage or interruption from power outages, telecommunications failures, accidents, natural disasters (including extreme weather arising from short-term or long-term changes in weather patterns), terrorist attacks and similar events.
In some instances, we compete against companies with fewer regulatory burdens, access to better financing and greater and more favorable brand name recognition. Increasing consolidation in the telecommunications and content industries have provided additional benefits to certain of our competitors, either through access to financing, resources, or efficiencies of scale including the ability to launch new products and services.
In some instances, we compete against companies with fewer regulatory burdens, better access to financing and greater and more favorable brand name recognition. Increasing consolidation in the telecommunications and content industries have provided additional benefits to certain of our competitors, either through access to financing, resources, or efficiencies of scale including the ability to launch new products and services.
Although we pass along amounts paid for local broadcast station retransmission consent to the majority of our customers, the inability to fully pass programming cost increases on to our customers has had, and is expected in the future to have, an adverse impact on our cash flow and operating margins associated with the video product.
Although we pass along amounts paid for local broadcast station retransmission consent to the majority of our video customers, the inability to fully pass programming cost increases on to our video customers has had, and is expected in the future to have, an adverse impact on our cash flow and operating margins associated with the video product.
Risks Related to the Liberty Broadband Combination The combination is subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete the combination could have material adverse effects on us.
Risks Related to the Liberty Broadband Combination The Liberty Broadband Combination is subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete the Liberty Broadband Combination could have material adverse effects on us.
In addition, subject to limited exceptions, either Charter or Liberty Broadband may terminate the merger agreement if the combination has not been consummated by August 31, 2027 or such other date as mutually agreed.
In addition, subject to limited exceptions, either Charter or Liberty Broadband may terminate the Merger Agreement if the Liberty Broadband Combination has not been consummated by August 31, 2027 or such other date as mutually agreed.
The repurchases of Liberty Broadband’s shares of Charter Class A common stock during such period are intended to facilitate the repayment by Liberty Broadband of certain of its outstanding indebtedness and to allow Liberty Broadband to maintain sufficient liquidity to fund its ongoing operations during the pendency of the combination.
The repurchases of Liberty Broadband’s shares of Charter Class A common stock during such period are intended to facilitate the repayment by Liberty Broadband of certain of its outstanding indebtedness and to allow Liberty Broadband to maintain sufficient liquidity to fund its ongoing operations during the pendency of the Liberty Broadband Combination.
If the repurchases are not consummated on the agreed terms, or otherwise fail to meet the intended objectives, there could be adverse effects on the financial position of each of Liberty Broadband and Charter and on the combination.
If the repurchases are not consummated on the agreed terms, or otherwise fail to meet the intended objectives, there could be adverse effects on the financial position of each of Liberty Broadband and Charter and on the Liberty Broadband Combination.
If the combination is not completed, we may be materially adversely affected, without realizing any of the benefits of having completed the combination, and we will be subject to a number of risks, including the following: • the market price of Charter common stock could decline; • we could owe a substantial termination fee to Liberty Broadband under certain circumstances; • if the merger agreement is terminated and we seek another business combination, we may not find a party willing to enter into a transaction on terms comparable to or more attractive than the terms agreed to in the merger agreement; • time and resources, financial and other, committed by us and our subsidiaries’ management to matters relating to the combination could otherwise have been devoted to pursuing other beneficial opportunities; • we and our subsidiaries may experience negative reactions from the financial markets or from our customers, suppliers, regulators or employees; • we will be required to pay our costs relating to the combination, such as legal, accounting, financial advisory, filing, printing and mailing fees, whether or not the combination is completed; • we are subject to restrictions on the conduct of our business prior to the effective time, as set forth in the merger agreement, which may prevent us from making certain acquisitions or taking other actions during the pendency of the combination; and • reputational harm due to the adverse perception of any failure to successfully complete the combination.
If the Liberty Broadband Combination is not completed, we may be materially adversely affected, without realizing any of the benefits of having completed the Liberty Broadband Combination, and we will be subject to a number of risks, including the following: • the market price of Charter common stock could decline; • we could owe a substantial termination fee to Liberty Broadband under certain circumstances; • if the Merger Agreement is terminated and we seek another business combination, we may not find a party willing to enter into a transaction on terms comparable to or more attractive than the terms agreed to in the Merger Agreement; • time and resources, financial and other, committed by us and our subsidiaries’ management to matters relating to the Liberty Broadband Combination could otherwise have been devoted to pursuing other beneficial opportunities; • we and our subsidiaries may experience negative reactions from the financial markets or from our customers, suppliers, regulators or employees; • we will be required to pay our costs relating to the Liberty Broadband Combination, such as legal, accounting, financial advisory, filing, printing and mailing fees, whether or not the Liberty Broadband Combination is completed; • we are subject to restrictions on the conduct of our business prior to the effective time of the closing of the Liberty Broadband Combination, as set forth in the Merger Agreement, which may prevent us from making certain acquisitions or taking other actions during the pendency of the Liberty Broadband Combination; and • reputational harm due to the adverse perception of any failure to successfully complete the Liberty Broadband Combination.
The completion of the combination is subject to a number of conditions, including, among other things, (i) the adoption of the merger agreement by the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock entitled to vote on the Liberty Broadband merger proposal at the Liberty Broadband special meeting, voting together as a single class; (ii) the adoption of the merger agreement by the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock entitled to vote on the Liberty Broadband merger proposal at the Liberty Broadband special meeting, beneficially owned, directly or indirectly, by Liberty Broadband stockholders (other than certain affiliated stockholders), voting together as a single class, which condition cannot be waived; (iii) the approval of the share issuance proposal by the affirmative vote of a majority of the votes cast by holders of Charter common stock at the Charter special meeting; (iv) the approval of the Charter merger proposal by the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Charter common stock entitled to vote on the proposal at the Charter special meeting, beneficially owned, directly or indirectly, by Charter stockholders (other than certain affiliated stockholders), voting together as a single class, which condition cannot be waived; (v) to the extent applicable, any waiting period (and any 28 extension thereof), and any commitments by the parties not to close before a certain date under a timing agreement entered into with a governmental authority, in each case, in respect of the combination or the conversion of the Liberty Broadband capital stock pursuant to the merger agreement under the HSR Act having expired or been granted early termination; (vi) no stop order or proceedings seeking a stop order having been initiated by the SEC and not rescinded with respect to the registration statement on Form S-4, which contains a definitive joint proxy statement/prospectus with respect to the combination, filed by Charter on January 22, 2025; (vii) authorization of listing on the Nasdaq of the shares of Charter Class A common stock and Charter rollover preferred stock to be issued in connection with the merger; (viii) the absence of any law, order, or other legal restraint or prohibition, entered, enacted, promulgated, enforced or issued by any court or other governmental authority of competent jurisdiction, which prevents, prohibits, renders illegal or enjoins the consummation of the transactions contemplated by the merger agreement; (ix) the accuracy of each party’s representations and warranties in the merger agreement, subject to certain materiality qualifications; (x) each party’s performance, in all material respects, with its covenants required to be performed by it under the merger agreement prior to the closing of the combination; (xi) in respect of Charter’s obligation to effect the closing, the completion of the GCI divestiture; and (xii) each party’s receipt of a tax opinion, to the effect that, inter alia, the combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
The completion of the Liberty Broadband Combination is subject to a number of conditions, including, among other things, (i) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock entitled to vote on the Liberty Broadband merger proposal at the Liberty Broadband special meeting, voting together as a single class; (ii) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Liberty Broadband Series A common stock, Liberty Broadband Series B common stock and Liberty Broadband preferred stock entitled to vote on the Liberty Broadband merger proposal at the Liberty Broadband special meeting, beneficially owned, directly or indirectly, by Liberty Broadband stockholders (other than certain affiliated stockholders), voting together as a single class, which condition cannot be waived; (iii) the approval of the share issuance proposal by the affirmative vote of a majority of the votes cast by holders of Charter common stock at the Charter special meeting; (iv) the approval of the Charter merger proposal by the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Charter common stock entitled to vote on the proposal at the Charter special meeting, beneficially owned, directly or indirectly, by Charter stockholders (other than certain affiliated stockholders), voting together as a single class, which condition cannot be waived; (v) to the extent applicable, any waiting period (and any extension thereof), and any commitments by the parties not to close before a certain date under a timing agreement entered into with a governmental authority, in each case, in respect of the Liberty Broadband Combination or the conversion of the Liberty Broadband capital stock pursuant to the Merger Agreement under the HSR Act having expired or been granted early termination; (vi) no stop order or proceedings seeking a stop order having been initiated by the SEC and not rescinded with respect to the registration statement on Form S-4, which contains a definitive joint proxy statement/prospectus with respect to the Liberty Broadband Combination, filed by Charter on January 22, 2025; (vii) authorization of listing on the Nasdaq of the shares of Charter Class A common stock and Charter rollover preferred stock to be issued in connection with the Merger; (viii) the absence of any law, order, or other legal restraint or prohibition, entered, enacted, promulgated, enforced or issued by any court or other governmental authority of competent jurisdiction, which prevents, prohibits, renders illegal or enjoins the consummation of the transactions contemplated by the Merger Agreement; (ix) the accuracy of each party’s representations and warranties in the Merger Agreement, subject to certain materiality qualifications; (x) each party’s performance, in all material respects, with its covenants required to be performed by it under the Merger Agreement prior to the closing of the Liberty Broadband Combination; (xi) in respect of Charter’s obligation to effect the closing, the completion of the GCI Divestiture; and 33 (xii) each party’s receipt of a tax opinion, to the effect that, inter alia, the Liberty Broadband Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
These covenants restrict, among other things, CCO Holdings, CCO Holdings Capital Corp. and all of their restricted subsidiaries’ ability to: • 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 (with respect to only CCO Holdings).
These covenants restrict, among other things, CCO Holdings, CCO Holdings Capital Corp. and all of their restricted subsidiaries’ ability to: 25 • 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 (with respect to only CCO Holdings).
Pursuant to the Second Amended and Restated Stockholders Agreement among Charter, Liberty Broadband and A/N, dated as of May 23, 2015 (the “Existing Stockholders Agreement”), as amended by Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement, dated as of November 12, 2024 (the “Stockholders and Letter Agreement Amendment”), Liberty Broadband currently has the right to designate up to three directors as nominees for Charter’s Board of Directors and A/N currently has the right to designate up to two directors as nominees for Charter’s Board of Directors.
Pursuant to the Second Amended and Restated Stockholders Agreement among Charter, Liberty Broadband and A/N, dated as of May 23, 2015 (the “Existing Stockholders Agreement”), as amended by Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement, dated as of November 12, 2024 (the “Stockholders and Letter Agreement Amendment”), Liberty Broadband currently has the right to designate up to three directors as nominees for the Board of Directors of Charter and A/N currently has the right to designate up to two directors as nominees for the Board of Directors of Charter.
If we are unable to continue to grow our mobile business and achieve the outcomes we expect from our investments in the mobile business, our growth, financial condition and results of operations could be adversely affected. 22 Our business may be adversely affected if we cannot continue to license or enforce the intellectual property rights on which our business depends.
If we are unable to continue to grow our mobile business and achieve the outcomes we expect from our investments in the mobile business, our growth, financial condition and results of operations could be adversely affected. Our business may be adversely affected if we cannot continue to license or enforce the intellectual property rights on which our business depends.
If repurchases of Liberty Broadband’s shares of Charter Class A common stock during the pendency of the combination are not consummated on the agreed terms, or otherwise fail to meet the intended objectives, there could be adverse effects on the companies and the combination.
If repurchases of Liberty Broadband’s shares of Charter Class A common stock during the pendency of the Liberty Broadband Combination are not consummated on the agreed terms, or otherwise fail to meet the intended objectives, there could be adverse effects on the companies and the Liberty Broadband Combination.
Our research and development of such technology remains ongoing. AI presents risks, challenges and unintended consequences that could affect our and our customers’ adoption and use of this technology. AI algorithms and training methodologies may be flawed. Additionally, AI 23 technologies are complex and rapidly evolving.
Our research and development of such technology remains ongoing. AI presents risks, challenges and unintended consequences that could affect our and our customers’ adoption and use of this technology. AI algorithms and training methodologies may be flawed. Additionally, AI technologies are complex and rapidly evolving.
In addition, there may be liabilities that Charter underestimated or did not discover in the course of performing its due diligence investigation of Liberty Broadband. The combination raises other risks. The pending combination with Liberty Broadband raises additional risks not described above.
In addition, there may be liabilities that Charter underestimated or did not discover in the course of performing its due diligence investigation of Liberty Broadband. The Liberty Broadband Combination raises other risks. The pending Liberty Broadband Combination raises additional risks not described above.
Business - Competition” and “- Regulation and Legislation.” Various events could disrupt or result in unauthorized access to our networks, information systems or properties and could impair our operating activities and negatively impact our reputation and financial results.
Business - Regulation and Legislation.” Various events could disrupt or result in unauthorized access to our networks, information systems or properties and could impair our operating activities and negatively impact our reputation and financial results.
Some of our hardware, software and operational support vendors and service providers represent 21 our sole source of supply or have, either through contract or as a result of intellectual property rights, a position of some exclusivity.
Some of our hardware, software and operational support vendors and service providers represent our sole source of supply or have, either through contract or as a result of intellectual property rights, a position of some exclusivity.
The loss of the services of key members of management and the inability or delay in hiring new key employees could adversely affect our ability to manage our business and our future operational and financial results.
The loss of the services of key members of management and the inability to hire or delay in hiring new key employees could adversely affect our ability to manage our business and our future operational and financial results.
The Stockholders and Letter Agreement Amendment modifies the terms set forth in the existing letter agreement with respect to Liberty Broadband’s participation in Charter’s share repurchase program during the pendency of the combination.
The Stockholders and Letter Agreement Amendment modifies the terms set forth in the existing letter agreement with respect to Liberty Broadband’s participation in Charter’s share repurchase program during the pendency of the Liberty Broadband Combination.
If any laws or regulations are enacted that would expand the regulation of our services, they could affect our operations and require significant expenditures. We cannot predict future developments in these areas, and any changes to the regulatory framework for our Internet, video, mobile or VoIP services could have a negative impact on our business and results of operations.
If any laws or regulations are enacted that would expand the regulation of our services, they could affect our operations and require significant expenditures. We cannot predict future developments in these areas, and any changes to the regulatory framework for our Internet, mobile, video or voice services could have a negative impact on our business and results of operations.
In addition, if the combination is not completed, we could be subject to litigation related to any failure to complete the combination or related to any enforcement proceeding commenced against us to perform our obligations under the merger agreement. Any of these risks could materially and adversely impact our financial condition, financial results and stock price.
In addition, if the Liberty Broadband Combination is not completed, we could be subject to litigation related to any failure to complete the Liberty Broadband Combination or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement. Any of these risks could materially and adversely impact our financial condition, financial results and stock price.
A majority of these costs have already been incurred or will be incurred regardless of whether the combination is completed. Factors beyond our control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately.
A majority of these costs have already been incurred or will be incurred regardless of whether the Liberty Broadband Combination is completed. Factors beyond our control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately.
We have sought to obtain and will continue to seek to obtain access to many of these programmer streaming applications, where applicable, as we renew agreements, so that we may include in our customers’ video subscriptions and/or sell to broadband customers for a share of revenue.
We have obtained and will continue to seek to obtain access to many of these programmer streaming applications, where applicable, as we renew agreements, so that we may continue to include these in our customers’ video subscriptions and/or sell to broadband customers for a share of revenue.
Our management may be required to divert a disproportionate amount of attention away from our day-to-day activities and operations and devote time and effort to consummating the combination. The risks, and adverse effects, of such disruptions and diversions could be exacerbated by a delay in the completion of the combination.
Our management may be required to divert a disproportionate amount of attention away from our day-to-day activities and operations and devote time and effort to consummating the Liberty Broadband Combination. The risks, and adverse effects, of such disruptions and diversions could be exacerbated by a delay in the completion of the Liberty Broadband Combination.
For additional information, see the definitive joint proxy statement/prospectus with respect to the combination, filed by Charter on January 22, 2025, including the sections entitled “Risk Factors” and “Where You Can Find More Information” included therein.
For additional information, see the definitive joint proxy statement/prospectus with respect to the Liberty Broadband Combination, filed by Charter on January 22, 2025, including the sections entitled “Risk Factors” and “Where You Can Find More Information” included therein.
Although we expect that the realization of benefits related to the combination will offset such costs and expenses over time, no assurances can be made that this net benefit will be achieved in the near term, or at all.
Although we expect that the realization of benefits related to the Liberty Broadband Combination will offset such costs and expenses over time, no assurances can be made that this net benefit will be achieved in the near term, or at all.
Any delay in completing the combination could cause Charter not to realize some or all of the benefits, or realize them on a different timeline than expected, that Charter expects to achieve if the combination is successfully completed within the expected timeframe.
Any delay in completing the Liberty Broadband Combination could cause Charter not to realize some or all of the benefits, or realize them on a different timeline than expected, that Charter expects to achieve if the Liberty Broadband Combination is successfully completed within the expected timeframe.
We also could be required to expend significant capital and other resources to remedy any such security breach.
We also could be required to expend significant capital and other resources to remedy any security breach.
We will incur substantial expenses in connection with and as a result of completing the combination, including advisory, legal and other transaction costs, and, following the completion of the combination, we expect to incur additional expenses in connection with combining the companies.
We will incur substantial expenses in connection with and as a result of completing the Liberty Broadband Combination, including advisory, legal and other transaction costs, and, following the completion of the Liberty Broadband Combination, we expect to incur additional expenses in connection with combining the companies.
Additionally, although historically we have renewed our franchises without incurring significant costs, we cannot assure you that we will be able to renew, or to renew as favorably, our franchises in the future. A termination of or a sustained failure to renew a franchise in one or more service areas could adversely affect our business in the affected geographic area.
Additionally, although historically we have renewed our franchises without incurring significant costs, we cannot guarantee that we will be able to renew, or to renew as favorably, our franchises in the future. A termination of or a sustained failure to renew a franchise in one or more service areas could adversely affect our business in the affected geographic area.
The services we offer are subject to numerous laws and regulations that can increase operational and administrative expenses and reduce revenues, including those covering the following: • the provision of high-speed Internet service, including regulating the price for low-income customers, network management, broadband label, broadband availability reporting, digital discrimination and transparency rules; • the provision of fixed and mobile voice communications, including rules for emergency communications, network and/or 911 outage reporting, CPNI safeguards and reporting, local number portability, efforts to limit unwanted robocalls, and, for mobile devices, hearing aid compatibility, safety and emission requirements; • the fees that must be included in our advertised prices and bills, and the means by which our customers can cancel services; • access by law enforcement; • cable franchise renewals and transfers; • the provisioning, marketing and billing of cable, telephone and Internet equipment; • cybersecurity protection and practices, including customer and employee privacy and data security; • copyright royalties for retransmitting broadcast signals; • the circumstances when a cable system must carry a broadcast station and the circumstances when it first must obtain retransmission consent to carry a broadcast station; • limitations on our ability to enter into exclusive agreements with multiple dwelling unit complexes and control our inside wiring; • equal employment opportunity; • the resiliency of our networks to maintain service during and after disasters and power outages; • emergency alert systems, disability access, pole attachments, commercial leased access and technical standards; • marketing practices, customer service, and consumer protection; and • 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.
The services we offer are subject to numerous laws and regulations that can increase operational and administrative expenses and reduce revenues, including, but not limited to, those covering the following: • the provision of high-speed Internet service, including regulating the price for low-income customers, network management, broadband labeling, broadband availability reporting, digital discrimination and transparency rules; • the provision of fixed and mobile voice communications, including rules for emergency communications, network and/or 911 outage reporting, CPNI safeguards and reporting, local number portability, efforts to limit unwanted robocalls, and, for mobile devices, hearing aid compatibility, safety and emission requirements; • the fees that must be included in our advertised prices and bills; • access by law enforcement; • cable franchise renewals and transfers; • the provisioning, marketing and billing of cable, Internet, mobile and voice equipment; • cybersecurity protection and practices, including customer and employee privacy and data security; • copyright royalties for retransmitting broadcast signals; • the circumstances when a cable system must carry a broadcast station and the circumstances when it first must obtain retransmission consent to carry a broadcast station; • the technical standard that we must use to carry broadcast stations; • limitations on our ability to enter into exclusive agreements with multiple dwelling unit complexes and control our inside wiring; • equal employment opportunity; • the resiliency of our networks to maintain service during and after disasters and power outages; • emergency alert systems, disability access, pole attachments, commercial leased access and technical standards; • marketing practices, customer service, and consumer protection; and • 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.
Charter may fail to realize all of the anticipated benefits of the combination or those benefits may take longer to realize than expected. The full benefits of the combination may not be realized as expected or may not be achieved within the anticipated time frame, or at all.
Charter may fail to realize all of the anticipated benefits of the Liberty Broadband Combination or those benefits may take longer to realize than expected. The full benefits of the Liberty Broadband Combination may not be realized as expected or may not be achieved within the anticipated time frame, or at all.
Failure to achieve the anticipated benefits of the combination could cause dilution to our earnings per share, decrease or delay the expected accretive effect of the combination, and negatively impact the price of our common stock.
Failure to achieve the anticipated benefits of the Liberty Broadband Combination could cause dilution to our earnings per share, decrease or delay the expected accretive effect of the Liberty Broadband Combination, and negatively impact the price of our common stock.
Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the combination. 29 The announcement and pendency of the combination could divert the attention of management and cause disruptions in our business, which could have an adverse effect on our business and financial results.
Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the Liberty Broadband Combination. The announcement and pendency of the Liberty Broadband Combination could divert the attention of management and cause disruptions in our business, which could have an adverse effect on our business and financial results.
Competition may also reduce our expected growth of future cash flows which may contribute to future impairments of our 20 franchises and goodwill and our ability to meet cash flow requirements, including debt service requirements. For additional information regarding the competition we face, see “Item 1.
Competition may also reduce our expected growth of future cash flows which may contribute to future impairments of our franchises and goodwill and our ability to meet cash flow requirements, including debt service requirements. For additional information regarding the competition we face, see “Item 1. Business - Competition” and “Item 1.
We are subject to contractual restrictions while the combination is pending, which could adversely affect our business and operations. Under the terms of the merger agreement, Charter is subject to a limited set of restrictions on the conduct of its business prior to the effective time.
We are subject to contractual restrictions while the Liberty Broadband Combination is pending, which could adversely affect our business and operations. Under the terms of the Merger Agreement, Charter is subject to a limited set of restrictions on the conduct of its business prior to the effective time of the closing of the Liberty Broadband Combination.
These changes have in the past, and could in the future, include, for example, the reclassification of Internet services as regulated telecommunications services or other utility-style regulation of Internet services; restrictions on how we manage our Internet access services and networks; the adoption of new customer service or service quality requirements for our Internet access services; the adoption of new privacy restrictions on our collection, use and disclosure of certain customer information; new data security and cybersecurity mandates that could result in additional network and information security and cyber incident reporting requirements for our business; new restraints on our discretion over programming decisions; new restrictions on the rates we charge to consumers for one or more of the services or equipment options we offer, including our ability to offer promotions; changes to the cable industry’s compulsory copyright to retransmit broadcast signals; new requirements to assure the availability of navigation devices from third-party providers; new Universal Service Fund contribution obligations on our Internet service revenues that would add to the cost of that service; increases in government-administered broadband subsidies to rural areas that could result in subsidized overbuilding of our facilities; changes to the FCC’s administration of spectrum; and changes in the regulatory framework for VoIP telephone service, including the scope of regulatory obligations associated with our VoIP telephone service and our ability to interconnect our VoIP telephone service with incumbent providers of traditional telecommunications service.
These changes have in the past, and could in the future, include, but are not limited to, for example, the reclassification of Internet services as regulated telecommunications services or other utility-style regulation of Internet services; restrictions on how we manage our Internet access services and networks; the adoption of new customer service or service quality requirements for our Internet access services; the adoption of new privacy restrictions on our collection, use and disclosure of certain customer or employee information; new data security and cybersecurity mandates that could result in additional network and information security and cyber incident reporting requirements for our business; new restraints on our discretion over programming decisions; new rules governing broadcast ownership that would result in higher 27 rates for broadcast content; new restrictions on the rates we charge to consumers for one or more of the services or equipment options we offer, including our ability to offer promotions; changes to the cable industry’s compulsory copyright to retransmit broadcast signals; new requirements to assure the availability of navigation devices from third-party providers; new Universal Service Fund contribution obligations on our Internet service revenues that would add to the cost of that service; increases in government-administered broadband subsidies to rural areas that could result in subsidized overbuilding of our facilities; changes to the FCC’s administration of spectrum; and changes in the regulatory framework for VoIP telephone service, including the scope of regulatory obligations associated with our VoIP telephone service and our ability to interconnect our VoIP telephone service with incumbent providers of traditional telecommunications service.
To the extent our current debt amounts increase more than expected, our operating results are lower than expected, or credit rating agencies downgrade our debt thereby increasing our costs of borrowing and potentially limiting our access to investment grade markets, the related risks that we now face will intensify.
To the extent our current debt amounts increase more than expected, our operating results are lower than expected, or credit rating agencies downgrade our debt thereby increasing our costs of borrowing and potentially limiting our access to investment grade markets, or significant market disruptions occur, the related risks that we now face will intensify.
There can be no assurance that the conditions in the merger agreement will be satisfied or (to the extent permitted) waived or that the combination will be completed.
There can be no assurance that the conditions in the Merger Agreement will be satisfied or (to the extent permitted) waived or that the Liberty Broadband Combination will be completed.
Our management continues to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the combination.
Our management continues to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the Liberty Broadband Combination.
These factors could adversely affect our financial position or results of operations, regardless of whether the combination is completed. We will incur direct and indirect costs as a result of the combination.
These factors could adversely affect our financial position or results of operations, regardless of whether the Liberty Broadband Combination is completed. 34 We will incur direct and indirect costs as a result of the Liberty Broadband Combination.
Such limitations may affect our ability to execute certain of our business strategies, including the ability in certain cases to amend our organizational documents, issue shares of capital stock or pay extraordinary dividends or distributions, which could adversely affect us prior to the effective time.
Such limitations may affect our ability to execute certain of our business strategies, including the ability in certain cases to amend our organizational documents, issue shares of capital stock or pay extraordinary dividends or distributions, which could adversely affect us prior to the effective time of the closing of the Liberty Broadband Combination.
While decreases in video customers combined with a change in the mix of customers choosing lower cost packages have offset total programming cost increases, we expect contractual programming rates per service subscriber to continue to increase as a result of annual increases pursuant to our programming contracts and contract renewals with programmers.
While decreases in video customers combined with a change in the mix of customers choosing lower cost packages have offset total programming cost increases, we expect contractual programming rates per service subscriber to continue to increase in excess of customary inflationary and cost-of-living type increases as a result of annual increases pursuant to our programming contracts and contract renewals with programmers.
Newer products and services, particularly alternative methods for the distribution, sale and viewing of content may continue to be developed, further increasing the number of competitors that we face.
Newer products and services, particularly alternative methods for the distribution, sale and viewing of content may continue to be developed, further increasing the competition that we face.
The ability of some of our competitors to introduce new technologies, products and services more quickly than we do may adversely affect our competitive position.
The ability of some of our competitors to introduce new technologies, products and services more quickly than us may adversely affect our competitive position.
Our Internet service faces competition from other companies’ FTTH, cell phone home Internet service, Internet delivered via satellite and DSL services. Various operators offer wireless Internet services delivered over networks which they continue to enhance to deliver faster speeds and also continue to expand 5G mobile services.
Our Internet service faces competition from other companies’ FTTH, cell phone home Internet service, Internet delivered via satellite and DSL services. Various operators offer wireless Internet services delivered over networks which they continue to enhance to deliver faster speeds and also continue to expand 5G mobile services as they seek to offer converged connectivity services similar to ours.
Our ability to provide some services and complete our network evolution and rural construction initiatives might be materially adversely affected, or the need to procure or develop alternative sources of the affected materials or services might interrupt or delay our ability to serve existing and new customers, if any of these parties experience or engage in the following: • breach or terminate or elect not to renew their agreements with us or otherwise fail to perform their obligations in a timely manner; • demand exceeds these vendors’ capacity; • tariffs are imposed that impact vendors’ ability to perform their obligations or significantly increase the amount we pay; • experience operating or financial difficulties; • experience network or information system shutdowns or other service disruptions or security breaches; • significantly increase the amount we are required to pay (including demands for substantial non-monetary compensation) for necessary products or services; or • cease production or providing necessary software updates of any necessary product due to lack of demand, profitability or a change in ownership or are otherwise unable to provide the equipment or services we need in a timely manner at our specifications and at reasonable prices.
Our ability to provide some services and complete our network evolution and rural construction initiatives might be materially adversely affected, or the need to procure or develop alternative sources of the affected materials or services might interrupt or delay our ability to serve existing and new customers, if any of these parties experience or engage in the following: • breach or terminate or elect not to renew their agreements with us or otherwise fail to perform their obligations in a timely manner; • demand exceeds these vendors’ capacity; • tariffs or component supply conditions impact vendors’ ability to perform their obligations or significantly increase the amount we pay; • experience operating or financial difficulties; • experience network or information system shutdowns or other service disruptions or security breaches; • significantly increase the amount we are required to pay (including demands for substantial non-monetary compensation) for necessary products or services; or • cease production or providing necessary software updates of any necessary product due to lack of demand, profitability or a change in ownership or are otherwise unable to provide the equipment or services we need in a timely manner at our specifications and at reasonable prices. 22 In addition, the existence of only a limited number of vendors of key technologies can lead to less product innovation and higher costs.
We cannot predict the outcome of this case or any related actions of the Congress and FCC, which could adversely affect our receipt of universal service funds, including but not limited to FCC RDOF grants to expand our network, FCC E-rate funds to serve schools and libraries and FCC Rural Health Care funds to serve eligible health care providers.
We cannot predict the outcome of this case or any related actions of Congress and the FCC, which could adversely affect our receipt of universal service funds, including FCC E-rate funds to serve schools and libraries and FCC Rural Health Care funds to serve eligible health care providers.
In addition, federal, state and local tax laws and regulations are extremely complex and subject to varying interpretations. There can be no assurance that our tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge. Our cable system franchises are subject to non-renewal or termination and are non-exclusive.
In addition, federal, state and local tax laws and regulations are extremely complex and subject to varying interpretations. From time to time authorities challenge our tax positions and there can be no assurance that our tax positions will be successful in any such challenge. 28 Our cable system franchises are subject to non-renewal or termination and are non-exclusive.
Our significant amount of debt could have adverse consequences, such as: • impact our ability to raise additional capital at reasonable rates, or at all; • make us vulnerable to interest rate increases, in part because approximately 11% of our borrowings as of December 31, 2024 were, and may continue to be, subject to variable rates of interest; • expose us to increased interest expense to the extent we refinance existing debt with higher cost debt; • 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 capital expenditures and other general corporate purposes; • 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 • adversely affect our relationship with customers and suppliers. 24 In addition, it is possible that we may need to incur additional indebtedness in the future, including to refinance and/or in connection with the assumption of indebtedness of Liberty Broadband and/or its subsidiaries after the completion of the merger.
Our significant amount of debt could have adverse consequences, such as: • impact our ability to raise additional capital at reasonable rates, or at all; • make us vulnerable to interest rate increases, in part because approximately 13% of our borrowings as of December 31, 2025 were, and may continue to be, subject to variable rates of interest; • expose us to increased interest expense to the extent we refinance existing debt with higher cost debt; • 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 capital expenditures and other general corporate purposes; • 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 • adversely affect our relationship with customers and suppliers.
In some instances, local franchises have not been renewed at expiration, and we have operated and are operating under either temporary operating agreements or without a franchise while negotiating renewal terms with the local franchising authorities.
Franchise authorities often demand concessions or other commitments as a condition to renewal. In some instances, local franchises have not been renewed at expiration, and we have operated and are operating under either temporary operating agreements or without a franchise while negotiating renewal terms with the local franchising authorities.
The Existing Stockholders Agreement provides A/N and Liberty Broadband with preemptive rights with respect to issuances of Charter equity in connection with certain transactions, and in the event that A/N or Liberty Broadband exercises these rights, holders of Charter Class A common stock may experience further dilution.
The amended stockholders agreement will provide A/N and Cox Enterprises with preemptive rights with respect to issuances of Charter equity in connection with certain transactions, and in the event that A/N or Cox Enterprises exercises these rights, holders of Charter Class A common stock may experience further dilution.
Risks Related to Our Indebtedness We have a significant amount of debt and expect to incur significant additional debt, including secured debt, in the future, which could adversely affect our financial condition and our ability to react to changes in our business.
Risks Related to Our Indebtedness We have a significant amount of debt and expect to incur significant additional debt, including secured debt, in the future, as well as additional debt in connection with the Cox Transactions and Liberty Broadband Combination, which could adversely affect our financial condition and our ability to react to changes in our business.
Each of A/N and Liberty Broadband is entitled to nominate at least one director to each of the committees of Charter’s Board of Directors, subject to applicable stock exchange listing rules and certain specified voting or equity ownership thresholds for each of A/N and Liberty Broadband, and provided that the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee each have at least a majority of directors independent from A/N, Liberty Broadband and Charter (referred to as the “unaffiliated directors” in the Existing Stockholders Agreement). 25 The Existing Stockholders Agreement and Charter’s amended and restated certificate of incorporation fixes the size of the board at 13 directors.
Each of A/N and Liberty Broadband is entitled to nominate at least one director to each of the committees of the Board of Directors of Charter, subject to applicable stock exchange listing rules and certain specified voting or equity ownership thresholds for each of A/N and Liberty Broadband, and provided that the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee each have at least a majority of directors that were not designated by either A/N or Liberty Broadband (referred to as the “unaffiliated directors” in the Existing Stockholders Agreement).
Members of Charter’s Board of Directors include a director who is a former officer and director of Liberty Broadband and directors who are current or former officers and directors of A/N. Mr. Greg Maffei is the former President and Chief Executive Officer of Liberty Broadband.
Members of the Board of Directors of Charter include a director who is an officer of Liberty Broadband, a director who is a director of Liberty Broadband and directors who are current or former officers and directors of A/N. Mr. Marty Patterson is the President and Chief Executive Officer of Liberty Broadband and Mr. J.
As a result of their rights under the Existing Stockholders Agreement and their significant equity and voting stakes in Charter, Liberty Broadband and/or A/N, who may have interests different from those of other stockholders, will be able to exercise substantial influence over certain matters relating to the governance of Charter, including the approval of significant corporate actions, such as mergers and other business combination transactions.
As a result of their rights under the Existing Stockholders Agreement and their significant equity and voting stakes in Charter, Liberty Broadband and/or A/N, who may have interests different from those of other stockholders, will be able to exercise substantial influence over certain matters relating to the governance of Charter, including the approval of significant corporate actions, such as mergers and other business combination transactions. 26 The Existing Stockholders Agreement provides A/N and Liberty Broadband with preemptive rights with respect to issuances of Charter equity in connection with certain transactions, and in the event that A/N or Liberty Broadband exercises these rights, holders of Charter Class A common stock may experience further dilution.
Steven Miron is the Chief Executive Officer of A/N and Michael Newhouse is co-president of the parent of A/N and its affiliates. As of December 31, 2024, Liberty Broadband beneficially held approximately 28.58% of Charter’s voting stock and A/N beneficially held approximately 12.40% of Charter’s voting stock.
David Wargo is a director of Liberty Broadband. Mr. Steven Miron is the Chief Executive Officer of A/N and Mr. Michael Newhouse is co-president of the parent of A/N and its affiliates. As of December 31, 2025, Liberty Broadband beneficially held approximately 29.22% of Charter’s voting stock and A/N beneficially held approximately 13.12% of Charter’s voting stock.
Our success is, to a large extent, dependent on our ability to acquire, develop, adopt, upgrade and exploit new and existing technologies to address consumers’ changing demands and distinguish our services from those of our competitors. We may not be able to accurately predict technological trends or the success of new products and services.
From time to time, we may pursue strategic initiatives to launch products or enhancements to our products. Our success is, to a large extent, dependent on our ability to acquire, develop, adopt, upgrade and exploit new and existing technologies to address consumers’ changing demands and distinguish our services from those of our competitors.
It remains uncertain what rule changes, if any, will ultimately be adopted by Congress, the FCC, the FTC and state legislatures, and what operating or financial impact any such rules might have on us, including on the operation of our broadband networks, customer privacy and the user experience. 27 Tax legislation and administrative initiatives or challenges to our tax and fee positions could adversely affect our results of operations and financial condition.
It remains uncertain what rule changes, if any, will ultimately be adopted by Congress, the FCC, the FTC and/or state legislatures or state regulatory agencies, and what operating or financial impact any such rules might have on us, including on the operation of our broadband networks, customer privacy and the user experience.
We have a significant amount of debt and expect to (subject to applicable restrictions in our debt instruments) incur additional debt in the future as Charter maintains its stated objective of 4.0 to 4.5 times Adjusted EBITDA leverage (net debt divided by the last twelve months Adjusted EBITDA).
We expect to (subject to applicable restrictions in our debt instruments) incur additional debt in the future as Charter plans to maintain leverage near the midpoint of its stated 4.0 to 4.5 times Adjusted EBITDA target leverage range (net debt divided by the last twelve months Adjusted EBITDA) in the period leading up to the Closing.
There are ongoing efforts to amend or expand the federal, state and local regulation of some of the services offered over our cable systems, particularly our retail broadband Internet access service.
Changes to the existing legal and regulatory framework under which we operate or the regulatory programs in which we or our competitors participate could adversely affect our business. There are ongoing efforts to amend or expand the federal, state and local regulation of some of the services offered over our cable systems, particularly our retail broadband Internet access service.
Certain states and localities have imposed or are considering imposing new or additional taxes or fees on our services or changing the methodologies or base on which certain fees and taxes are computed.
From time to time, legislative and administrative bodies change laws and regulations that change our effective tax rate or tax payments. Certain states and localities have imposed or are considering imposing new or additional taxes or fees on our services or changing the methodologies or base on which certain fees and taxes are computed.
Any failure to respond to technological developments and meet customer demand for new products and services could adversely affect our ability to compete effectively. We operate in a highly competitive, consumer-driven and rapidly changing environment. From time to time, we may pursue strategic initiatives to launch products or enhancements to our products.
Any of these events could materially and adversely affect our ability to retain and attract customers and our operations, business, financial results and financial condition. Any failure to respond to technological developments and meet customer demand for new products and services could adversely affect our ability to compete effectively. We operate in a highly competitive, consumer-driven and rapidly changing environment.
Legislators and regulators at all levels of government frequently consider changing, and sometimes do change, existing statutes, rules, regulations, or interpretations thereof, or prescribe new ones.
Legislators and regulators at all levels of government frequently consider changing, and sometimes do change, existing statutes, rules, regulations, or interpretations thereof, or prescribe new ones. Any future legislative, judicial, regulatory or administrative actions may increase our costs or impose additional restrictions on our businesses.
In addition, we are susceptible to risks associated with the potential financial instability of the vendors and third parties on which we rely to provide products and services or to which we outsource certain functions.
These events have adversely affected us in the past, and may adversely affect our cash flow, results of operations and financial condition in a future downturn. 24 In addition, we are susceptible to risks associated with the potential financial instability of the vendors and third parties on which we rely to provide products and services or to which we outsource certain functions.
We offer services and operate cable systems in locations throughout the United States and, as a result, we are subject to the tax laws and regulations of federal, state and local governments. From time to time, legislative and administrative bodies change laws and regulations that change our effective tax rate or tax payments.
Tax legislation and administrative initiatives or challenges to our tax and fee positions could adversely affect our results of operations and financial condition. We offer services and operate cable systems in locations throughout the United States and, as a result, we are subject to the tax laws and regulations of federal, state and local governments.
While the parties have agreed in the merger agreement to use reasonable best efforts to satisfy the closing conditions, the parties may not be successful in their efforts to do so. The failure to satisfy all of the required conditions could delay the completion of the combination for a significant period of time or prevent completion from occurring at all.
While the parties have agreed in the Merger Agreement to use reasonable best efforts to satisfy the closing conditions, the parties may not be successful in their efforts to do so.
As of December 31, 2024, our total principal amount of debt was approximately $93.8 billion and Charter's leverage ratio was 4.13 times Adjusted EBITDA.
We have a significant amount of debt, with total principal amount of approximately $94.6 billion and a leverage ratio of 4.15 times Adjusted EBITDA as of December 31, 2025.
Even unsuccessful claims can be time-consuming and costly to defend and may divert management’s attention and resources away from our business. Infringement claims continue to be brought frequently in the communications and entertainment industries, and we are also often a party to such litigation alleging that certain of our services or technologies infringe the intellectual property rights of others.
Infringement claims continue to be brought frequently in the communications and entertainment industries, and we are also often a party to such litigation alleging that certain of our services or technologies infringe the intellectual property rights of others. 23 We may not have the ability to pass on to our customers all of the increases in programming costs, which could adversely affect our cash flow and operating margins.
Many franchises establish comprehensive facilities and service requirements, as well as specific customer service standards and monetary penalties for non-compliance. In many cases, franchises are terminable if the franchisee fails to comply with significant provisions set forth in the franchise agreement governing system operations. Franchises are generally granted for fixed terms and must be periodically renewed.
In many cases, franchises are terminable if the franchisee fails to comply with significant provisions set forth in the franchise agreement governing system operations. Franchises are usually granted for fixed terms and must be periodically renewed. Franchising authorities may resist granting a renewal if either past performance or the prospective operating proposal is considered inadequate.
We have experienced many of these events and may experience additional events in the future.
Our system redundancy may be ineffective or inadequate, and our disaster recovery planning may not be sufficient for all eventualities. We have experienced many of these events and may experience additional events in the future.
We, and the third parties on which we rely, may be unable to anticipate these techniques or implement adequate preventive measures. While from time to time attempts have been made to access our network, these events have not as yet resulted in any material release of information, degradation or disruption to our network and information systems.
We, and the third parties on which we rely, may be unable to anticipate these techniques or implement adequate preventive measures.
Removed
In addition, the existence of only a limited number of vendors of key technologies can lead to less product innovation and higher costs. Any of these events could materially and adversely affect our ability to retain and attract customers and our operations, business, financial results and financial condition.
Added
We may not be able to accurately predict technological trends or the success of new products and services.
Removed
We may not have the ability to pass on to our customers all of the increases in programming costs, which could adversely affect our cash flow and operating margins. Programming costs are one of our largest expense items. Our programming costs have historically increased in excess of customary inflationary and cost-of-living type increases.
Added
Even unsuccessful claims can be time-consuming and costly to defend and may divert management’s attention and resources away from our business.
Removed
These events have adversely affected us in the past, and may adversely affect our cash flow, results of operations and financial condition if a downturn were to continue.
Added
Programming costs are one of our largest expense items.
Removed
Any future legislative, judicial, regulatory or administrative actions may increase our costs or impose additional restrictions on our businesses. 26 Changes to the existing legal and regulatory framework under which we operate or the regulatory programs in which we or our competitors participate could adversely affect our business.
Added
As part of the Cox Transactions, Charter will fund the $4.0 billion of cash consideration using debt and will assume Cox Communications' approximately $12.6 billion of net debt and finance leases. Charter plans to adjust its long-term target leverage range after Closing to 3.5 to 3.75 times Adjusted EBITDA but will still have a significant amount of debt.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThreats include a wide variety of perpetrators aiming for political, personal or financial gain, utilizing a broad set of tactics including ransomware, advanced malware, DDoS, account takeover, phishing/SMSing and social engineering, among others. These risks threaten our internal systems as well as third-party systems that we use and rely upon for the delivery of services and support of our operations.
Biggest changeOur cybersecurity program addresses the continuously evolving and extensive attack vectors and methods through layered security controls informed by constant threat analysis. Threats include a wide variety of perpetrators aiming for political, personal or financial gain, utilizing a broad set of tactics including ransomware, advanced malware, DDoS, account takeover, phishing/SMSing, sabatoge and social engineering, among others.
Various security standards provide guidance to telecommunications companies in order to help identify and mitigate cybersecurity risks, including the voluntary framework released by the National Institute for Standards and Technology (“NIST”) in 2014 and updated in 2018, in cooperation with other federal agencies and owners and operators of U.S. critical infrastructure.
Various security standards provide guidance to telecommunications companies in order to help identify and mitigate cybersecurity risks, including the voluntary framework released by the National Institute for Standards and Technology (“NIST”) in 2014 and updated in 2018 and 2024, in cooperation with other federal agencies and owners and operators of U.S. critical infrastructure.
These processes provide guidance for consistent and effective incident handling and response and set standards for internal notifications and escalations, as well as external notification considerations with respect to a cybersecurity event or incident requiring disclosure or notification to a state and/or federal agency or affected customers.
These processes provide guidance for consistent and effective incident handling and response and set standards for 36 internal notifications and escalations, as well as external notification considerations with respect to a cybersecurity event or incident requiring disclosure or notification to a state and/or federal agency or affected customers.
We routinely invest to develop and implement numerous cybersecurity programs and processes, including risk management and assessment programs, security and event monitoring capabilities, detailed incident response plans, and other advanced detection, prevention and protection 30 capabilities, including practices and tools to monitor and mitigate insider threats.
We routinely invest to develop and implement numerous cybersecurity programs and processes, including risk management and assessment programs, security and event monitoring capabilities, detailed incident response plans, and other advanced detection, prevention and protection capabilities, including practices and tools to monitor and mitigate insider threats.
Management’s role in assessing and managing material cybersecurity risks includes various management positions and committees responsible for assessing such risks. Our internal processes require escalation of material cybersecurity risks to our executive leadership and Charter's Board of Directors, as well as management and committees who are tasked with the prevention, detection, mitigation and remediation of cybersecurity incidents.
Management’s role in assessing and managing material cybersecurity risks includes various management positions and committees responsible for assessing such risks. Our internal processes require escalation of material cybersecurity risks to our executive leadership and the Board of Directors of Charter , as well as management and committees who are tasked with the prevention, detection, mitigation and remediation of cybersecurity incidents.
Charter's Board of Directors has delegated to the Audit Committee oversight of our privacy and data security, including cybersecurity, risk exposures, policies and practices, including the steps management have taken to detect, monitor and control such risks and the potential impact of those exposures on our business, financial results, operations and reputation.
The Board of Directors of Charter has delegated to the Audit Committee oversight of our privacy and data security, including cybersecurity, risk exposures, policies and practices, including the steps management have taken to detect, monitor and control such risks and the potential impact of those exposures on our business, financial results, operations and reputation.
Our third-party security reviews are limited by their disclosures; therefore, a risk-based approach is used in making vendor and contractual decisions based on those disclosures and the totality of the circumstances, such as whether the third party will have access to personal information or our network.
Our third-party security reviews are limited by their disclosures and specific negotiated contract terms; therefore, a risk-based approach is used in making vendor and contractual decisions based on those disclosures and the totality of the circumstances, such as whether the third party will have access to personal information or our network.
The Security ESC is led by senior executives in our information technology ("IT") and technology operations groups and is comprised of senior executive leaders across the organization with the goal of driving cybersecurity focus through not just technical teams, but the entire business.
The Security ESC is led by senior executives in our technology organization and is comprised of senior executive leaders across the organization with the goal of driving cybersecurity focus through not just technical teams, but the entire business.
The CSC is comprised of senior leaders across the organization and operates under the auspices of the Security ESC, which is ultimately accountable under our enterprise risk management program for cybersecurity. Our Executive Vice President, Technology Operations and our Executive Vice President, Software Development & IT collectively oversee our cybersecurity program.
The CSC is comprised of senior leaders across the organization and operates under the auspices of the Security ESC, which is ultimately accountable under our enterprise risk management program for cybersecurity. Our Executive Vice President, Chief Technology and Information Officer leads network technology, software development, security, technical integration, and information technology (“IT”).
Generally, our agreements require our third-party providers to abide by specific privacy, confidentiality and security processes, particularly for third-party data-processing activities. For vendors that offer software as a service solutions involving personal information, our third-party risk management program generally requires third-party attestation of their security practices such as a System and Organization Controls 2 report or ISO27001 certification.
For vendors that offer software as a service solutions involving personal information, our third-party risk management program generally requires third-party attestation of their security practices such as a System and Organization Controls 2 report or ISO27001 certification.
Our Executive Vice President, Technology Operations is responsible for operating our customer product technology infrastructure across our 41-state footprint. He has served in various network operations roles at Charter since 2016 and previously held various engineering roles at other large public companies. Our Executive Vice President, Software Development & IT leads software development, security, technical integration, and IT.
He has served in various software and engineering roles at Charter since 2016, and has previously held various IT roles, including chief information officer, at other telecommunications companies. Our Executive Vice President, Network Technology Services is responsible for operating our customer product technology infrastructure across our 41-state footprint.
Our efforts aim to better understand the cybersecurity posture of our third-party vendors, service providers, business partners and suppliers by analyzing their cybersecurity risk management programs.
Our cybersecurity risk management program also attempts to assess third-party vendor, service provider, business partner and supply chain risk management issues. Our efforts aim to better understand the cybersecurity posture of our third-party vendors, service providers, business partners and suppliers by analyzing their cybersecurity risk management programs and results.
Our risk mitigation techniques include technology risk management, network segmentation, deployment of enhanced detection tools across our network, systems, databases, and applications and monitoring compliance with security standards.
Our risk mitigation techniques include least privileged access, network segmentation, deployment of enhanced detection tools across our network, systems, databases, and applications and monitoring compliance with security standards all based on a risk-based approach.
He has served in various software and engineering roles at Charter since 2016, and has previously held various IT roles, including chief information officer, at other telecommunications companies. Our Chief Information Security Officer (“CISO”) is a Certified Information Systems Security Professional and has served in various roles in information security at Charter since 2020.
He has served in various network operations roles at Charter since 2016 and previously held various engineering roles at other large public companies. Both these leaders collectively oversee our cybersecurity program. Our Chief Information Security Officer (“CISO”) is a Certified Information Systems Security Professional and has served in various roles in information security at Charter since 2020.
Our third-party cybersecurity risk management processes include reviewing and revising our service provider and vendor management programs and the related agreements to require prompt notification of cyber incidents, outages and software vulnerabilities to facilitate timely assessment and disclosure of third-party cyber risks.
Our third-party cybersecurity risk management processes include reviewing and revising our service provider and vendor management programs and the related agreements to require prompt notification of cyber incidents, outages and incidents to facilitate timely assessment, disclosure and action. Generally, our agreements require our third-party providers to abide by specific privacy, confidentiality and security processes, particularly for third-party data-processing activities.
We have a unified cybersecurity leadership team, composed of members of our Security Executive Steering Committee (“Security ESC”) to oversee implementation of appropriate cybersecurity protections and promote accountability.
This cybersecurity reporting may include threat and incident reporting, vulnerability detection reporting, risk mitigation metrics, systems and security operations updates or internal audit observations, if applicable. We have a unified cybersecurity leadership team, composed of members of our Security Executive Steering Committee (“Security ESC”) to oversee implementation of appropriate cybersecurity protections and promote accountability.
We regularly assess cybersecurity risks to identify and enumerate threats to us and vulnerabilities these threats can exploit to adversely impact our business operations. In some instances, we engage third parties to conduct or assist us with conducting cybersecurity risk assessments.
We regularly assess cybersecurity risks to identify and enumerate threats to us and vulnerabilities these threats can exploit to adversely impact our business operations. Regular reviews of these risks and vulnerabilities drive our investment in new controls and technologies.
The risk-based approach of the NIST cybersecurity framework has enabled us to implement cybersecurity programs tailored to our particular network architectures, customer environments and institutional resources. Our cybersecurity risk management program also attempts to assess third-party vendor, service provider, business partner and supply chain risk management issues.
The risk-based approach of the NIST cybersecurity framework has enabled us to implement cybersecurity programs tailored to our particular network architectures, customer environments and institutional resources. As part of our cybersecurity risk management program, we participate in a variety of industry, governmental, and public-private information sharing channels.
Our cybersecurity program employs various risk-tracking tools, industry data, monitoring, detection and response tools, vulnerability scanning, security dashboards and scorecards and other tools to support our continued evaluation of cybersecurity threats and regulatory requirements. Our cybersecurity program addresses the continuously evolving and extensive attack vectors and methods through layered security controls informed by constant threat analysis.
In some instances, we engage third parties to conduct or assist us with conducting cybersecurity risk assessments. 35 Our cybersecurity program employs various risk-tracking tools, industry data, monitoring, detection and response tools, vulnerability scanning, security dashboards and scorecards and other tools to support our continued evaluation of cybersecurity threats and regulatory requirements.
Charter's 31 Audit Committee receives quarterly updates on the enterprise risk management program, including information on cybersecurity risks and initiatives undertaken to identify, assess and mitigate such risks. This cybersecurity reporting may include threat and incident reporting, vulnerability detection reporting, risk mitigation metrics, systems and security operations updates or internal audit observations, if applicable.
Charter's Audit Committee receives quarterly updates on the enterprise risk management program, including information on cybersecurity risks and initiatives undertaken to identify, assess and mitigate such risks. A full cybersecurity review is conducted twice yearly with the Audit Committee and annually with the Board of Directors of Charter .
Added
These risks threaten our internal systems as well as third-party systems that we use and rely upon for the delivery of services and support of our operations.
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While these relationships enhance our situational awareness and provide avenues for cybersecurity information sharing, we may not receive complete or real-time information about all cybersecurity threats or vulnerabilities, including in instances where governmental entities or other external partners are unable to share data due to legal, operational, or security considerations.
Added
As a result, there may be circumstances in which our visibility into certain threat vectors is inherently limited. Our governance framework accounts for these constraints by incorporating layered monitoring, independent threat intelligence sources, and escalation protocols designed to mitigate potential lack of visibility and support timely decision-making associated with cybersecurity threats and vulnerabilities.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings. The legal proceedings information set forth in Note 19 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K is incorporated herein by reference.
Biggest changeItem 3. Legal Proceedings. The legal proceedings information set forth in Note 20 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K is incorporated herein by reference.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs of December 31, 2024, Charter had remaining board authority to purchase an additional $961 million of Charter’s Class A common stock and/or Charter Holdings common units, excluding purchases from Liberty Broadband.
Biggest change(2) During the three months ended December 31, 2025, Charter purchased approximately 2.9 million shares of its Class A common stock for approximately $760 million. As of December 31, 2025, Charter had remaining board authority to purchase an additional $212 million of Charter’s Class A common stock and/or Charter Holdings common units, excluding 38 purchases from Liberty Broadband.
Charter has not paid cash dividends on its common stock and does not intend to do so in the foreseeable future. During 2024, there were no unregistered sales of securities of the registrant. Securities Authorized for Issuance Under Equity Compensation Plans The following information is provided as of December 31, 2024 with respect to Charter's equity compensation plans.
Charter has not paid cash dividends on its common stock and does not intend to do so in the foreseeable future. During 2025, there were no unregistered sales of securities of the registrant. Securities Authorized for Issuance Under Equity Compensation Plans The following information is provided as of December 31, 2025 with respect to Charter's equity compensation plans.
Financial Statements and Supplementary Data.” Performance Graph The performance graph required by Item 5 will be included in Charter’s 2025 Proxy Statement (the “Proxy Statement”) under the heading “Compensation Discussion and Analysis” or in an amendment to this Annual Report on Form 10-K and is incorporated herein by reference.
Financial Statements and Supplementary Data.” Performance Graph The performance graph required by Item 5 will be included in Charter’s 2026 Proxy Statement (the “Proxy Statement”) under the heading “Compensation Discussion and Analysis” or in an amendment to this Annual Report on Form 10-K and is incorporated herein by reference.
For information regarding securities issued under Charter's equity compensation plans, see Note 15 to our accompanying consolidated financial statements contained in “Part II. Item 8.
For information regarding securities issued under Charter's equity compensation plans, see Note 16 to our accompanying consolidated financial statements contained in “Part II. Item 8.
Purchases of Equity Securities by the Issuer The following table presents Charter’s purchases of equity securities completed during the fourth quarter of 2024 (dollars in millions, except per share data).
Purchases of Equity Securities by the Issuer The following table presents Charter’s purchases of equity securities completed during the fourth quarter of 2025 (dollars in millions, except per share data).
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Charter’s Class A common stock is listed on the NASDAQ Global Select Market under the symbol “CHTR.” As of December 31, 2024, there were approximately 8,700 holders of record of Charter’s Class A common stock and one holder of Charter's Class B common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Charter’s Class A common stock is listed on the NASDAQ Global Select Market under the symbol “CHTR.” As of December 31, 2025, there were approximately 8,000 holders of record of Charter’s Class A common stock and one holder of Charter's Class B common stock.
In addition to open market purchases including pursuant to Rule 10b5-1 plans adopted from time to time, Charter may also buy shares of Charter Class A common stock, from time to time, pursuant to private transactions outside of its Rule 10b5-1 plan and any such repurchases may also trigger the repurchases from A/N pursuant to and to the extent provided in the A/N Letter Agreement or Liberty pursuant to the Existing LBB Letter Agreement, as amended.
In addition to open market purchases including pursuant to Rule 10b5-1 plans adopted from time to time, Charter may also buy shares of Charter Class A common stock, from time to time, pursuant to private transactions outside of its Rule 10b5-1 plan and any such repurchases may also trigger the repurchases from A/N pursuant to and to the extent provided in the Existing A/N Letter Agreement or Liberty Broadband pursuant to the Stockholders and Letter Agreement Amendment.
Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans Equity compensation plans approved by security holders 16,324,594 (1) $ 395.53 10,201,512 (1) Equity compensation plans not approved by security holders — $ — — TOTAL 16,324,594 (1) 10,201,512 (1) (1) This total does not include 13,353 shares issued pursuant to restricted stock grants made under Charter's 2019 Stock Incentive Plan, which are subject to vesting based on continued service.
Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans Equity compensation plans approved by security holders 17,375,664 (1) $ 387.06 9,585,080 (1) Equity compensation plans not approved by security holders — $ — — TOTAL 17,375,664 (1) 9,585,080 (1) (1) This total does not include 11,539 shares issued pursuant to restricted stock grants made under Charter's 2019 Stock Incentive Plan, which are subject to vesting based on continued service.
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, 2024 13,294 $ 331.00 10,400 $742 November 1 - 30, 2024 95,354 $ 386.87 16,078 $870 December 1 - 31, 2024 275,703 $ 391.09 256,069 $961 (1) Includes 2,894, 79,276 and 19,634 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 2024, respectively.
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, 2025 2,084,790 $ 269.28 2,080,600 $211 November 1 - 30, 2025 381,964 $ 268.68 369,796 $211 December 1 - 31, 2025 493,069 $ 207.65 481,371 $212 (1) Includes 4,190, 12,168 and 11,698 shares withheld from employees for the payment of taxes and exercise costs upon the exercise of stock options or vesting of other equity awards for the months of October, November and December 2025, respectively.
Removed
(2) During the three months ended December 31, 2024, Charter purchased approximately 0.3 million shares of its Class A common stock for approximately $109 million from Liberty Broadband at an average price per share of $384.85.
Removed
Charter Holdings purchased approximately 9 thousand Charter Holdings common units from A/N at an average price per unit of 33 $346.05, or $4 million during the three months ended December 31, 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeDebt As of December 31, 2024, the accreted value of our total debt was approximately $93.9 billion, as summarized below (dollars in millions): December 31, 2024 Principal Amount Accreted Value (a) Interest Payment Dates Maturity Date (b) CCO Holdings, LLC: 5.500% senior notes due 2026 $ 750 $ 749 5/1 & 11/1 5/1/2026 5.125% senior notes due 2027 3,250 3,240 5/1 & 11/1 5/1/2027 5.000% senior notes due 2028 2,500 2,487 2/1 & 8/1 2/1/2028 5.375% senior notes due 2029 1,500 1,500 6/1 & 12/1 6/1/2029 46 6.375% senior notes due 2029 1,500 1,490 3/1 & 9/1 9/1/2029 4.750% senior notes due 2030 3,050 3,045 3/1 & 9/1 3/1/2030 4.500% senior notes due 2030 2,750 2,750 2/15 & 8/15 8/15/2030 4.250% senior notes due 2031 3,000 3,001 2/1 & 8/1 2/1/2031 7.375% senior notes due 2031 1,100 1,091 3/1 & 9/1 3/1/2031 4.750% senior notes due 2032 1,200 1,191 2/1 & 8/1 2/1/2032 4.500% senior notes due 2032 2,900 2,920 5/1 & 11/1 5/1/2032 4.500% senior notes due 2033 1,750 1,733 6/1 & 12/1 6/1/2033 4.250% senior notes due 2034 2,000 1,985 1/15 & 7/15 1/15/2034 Charter Communications Operating, LLC: 4.908% senior notes due 2025 1,800 1,799 1/23 & 7/23 7/23/2025 6.150% senior notes due 2026 1,100 1,094 5/10 & 11/10 11/10/2026 3.750% senior notes due 2028 1,000 995 2/15 & 8/15 2/15/2028 4.200% senior notes due 2028 1,250 1,246 3/15 & 9/15 3/15/2028 2.250% senior notes due 2029 1,250 1,244 1/15 & 7/15 1/15/2029 5.050% senior notes due 2029 1,250 1,245 3/30 & 9/30 3/30/2029 6.100% senior notes due 2029 1,500 1,489 6/1 & 12/1 6/1/2029 2.800% senior notes due 2031 1,600 1,589 4/1 & 10/1 4/1/2031 2.300% senior notes due 2032 1,000 994 2/1 & 8/1 2/1/2032 4.400% senior notes due 2033 1,000 991 4/1 & 10/1 4/1/2033 6.650% senior notes due 2034 900 893 2/1 & 8/1 2/1/2034 6.550% senior notes due 2034 1,500 1,486 6/1 & 12/1 6/1/2034 6.384% senior notes due 2035 2,000 1,986 4/23 & 10/23 10/23/2035 5.375% senior notes due 2038 800 788 4/1 & 10/1 4/1/2038 3.500% senior notes due 2041 1,500 1,485 6/1 & 12/1 6/1/2041 3.500% senior notes due 2042 1,350 1,333 3/1 & 9/1 3/1/2042 6.484% senior notes due 2045 3,500 3,470 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 2,450 2,396 4/1 & 10/1 4/1/2048 5.125% senior notes due 2049 1,250 1,241 1/1 & 7/1 7/1/2049 4.800% senior notes due 2050 2,800 2,797 3/1 & 9/1 3/1/2050 3.700% senior notes due 2051 2,050 2,032 4/1 & 10/1 4/1/2051 3.900% senior notes due 2052 2,400 2,326 6/1 & 12/1 6/1/2052 5.250% senior notes due 2053 1,500 1,480 4/1 & 10/1 4/1/2053 6.834% senior notes due 2055 500 495 4/23 & 10/23 10/23/2055 3.850% senior notes due 2061 1,850 1,811 4/1 & 10/1 4/1/2061 4.400% senior notes due 2061 1,400 1,389 6/1 & 12/1 12/1/2061 3.950% senior notes due 2062 1,400 1,380 6/30 & 12/30 6/30/2062 5.500% senior notes due 2063 1,000 986 4/1 & 10/1 4/1/2063 Credit facilities 10,334 10,276 Varies Time Warner Cable, LLC: 5.750% sterling senior notes due 2031 (c) 782 816 6/2 6/2/2031 6.550% senior debentures due 2037 1,500 1,640 5/1 & 11/1 5/1/2037 7.300% senior debentures due 2038 1,500 1,724 1/1 & 7/1 7/1/2038 6.750% senior debentures due 2039 1,500 1,677 6/15 & 12/15 6/15/2039 5.875% senior debentures due 2040 1,200 1,247 5/15 & 11/15 11/15/2040 5.500% senior debentures due 2041 1,250 1,257 3/1 & 9/1 9/1/2041 5.250% sterling senior notes due 2042 (d) 813 789 7/15 7/15/2042 4.500% senior debentures due 2042 1,250 1,157 3/15 & 9/15 9/15/2042 Time Warner Cable Enterprises LLC: 8.375% senior debentures due 2033 1,000 1,202 1/15 & 7/15 7/15/2033 $ 93,779 $ 93,933 (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 debt assumed in acquisitions, fair value 47 premium adjustments as a result of applying acquisition accounting plus the accretion of those amounts to the balance sheet date.
Biggest changeDebt As of December 31, 2025, the accreted value of our total debt was approximately $94.8 billion, as summarized below (dollars in millions): December 31, 2025 Principal Amount Accreted Value (a) Interest Payment Dates Maturity Date (b) CCO Holdings, LLC: 5.500% senior notes due 2026 $ 750 $ 750 5/1 & 11/1 5/1/2026 5.125% senior notes due 2027 3,250 3,244 5/1 & 11/1 5/1/2027 5.000% senior notes due 2028 2,500 2,491 2/1 & 8/1 2/1/2028 5.375% senior notes due 2029 1,500 1,500 6/1 & 12/1 6/1/2029 6.375% senior notes due 2029 1,500 1,492 3/1 & 9/1 9/1/2029 4.750% senior notes due 2030 3,050 3,046 3/1 & 9/1 3/1/2030 4.500% senior notes due 2030 2,750 2,750 2/15 & 8/15 8/15/2030 4.250% senior notes due 2031 3,000 3,001 2/1 & 8/1 2/1/2031 51 7.375% senior notes due 2031 1,100 1,092 3/1 & 9/1 3/1/2031 4.750% senior notes due 2032 1,200 1,192 2/1 & 8/1 2/1/2032 4.500% senior notes due 2032 2,900 2,917 5/1 & 11/1 5/1/2032 4.500% senior notes due 2033 1,750 1,735 6/1 & 12/1 6/1/2033 4.250% senior notes due 2034 2,000 1,987 1/15 & 7/15 1/15/2034 Charter Communications Operating, LLC: 3.750% senior notes due 2028 1,000 996 2/15 & 8/15 2/15/2028 4.200% senior notes due 2028 1,250 1,247 3/15 & 9/15 3/15/2028 2.250% senior notes due 2029 1,250 1,245 1/15 & 7/15 1/15/2029 5.050% senior notes due 2029 1,250 1,246 3/30 & 9/30 3/30/2029 6.100% senior notes due 2029 1,500 1,491 6/1 & 12/1 6/1/2029 2.800% senior notes due 2031 1,600 1,591 4/1 & 10/1 4/1/2031 2.300% senior notes due 2032 1,000 995 2/1 & 8/1 2/1/2032 4.400% senior notes due 2033 1,000 992 4/1 & 10/1 4/1/2033 6.650% senior notes due 2034 900 894 2/1 & 8/1 2/1/2034 6.550% senior notes due 2034 1,500 1,487 6/1 & 12/1 6/1/2034 6.384% senior notes due 2035 2,000 1,987 4/23 & 10/23 10/23/2035 5.850% senior notes due 2035 1,250 1,240 6/1 & 12/1 12/1/2035 5.375% senior notes due 2038 800 789 4/1 & 10/1 4/1/2038 3.500% senior notes due 2041 1,500 1,485 6/1 & 12/1 6/1/2041 3.500% senior notes due 2042 1,350 1,334 3/1 & 9/1 3/1/2042 6.484% senior notes due 2045 3,500 3,471 4/23 & 10/23 10/23/2045 5.375% senior notes due 2047 2,500 2,505 5/1 & 11/1 5/1/2047 5.750% senior notes due 2048 2,450 2,397 4/1 & 10/1 4/1/2048 5.125% senior notes due 2049 1,250 1,241 1/1 & 7/1 7/1/2049 4.800% senior notes due 2050 2,800 2,798 3/1 & 9/1 3/1/2050 3.700% senior notes due 2051 2,050 2,032 4/1 & 10/1 4/1/2051 3.900% senior notes due 2052 2,400 2,327 6/1 & 12/1 6/1/2052 5.250% senior notes due 2053 1,500 1,480 4/1 & 10/1 4/1/2053 6.834% senior notes due 2055 500 496 4/23 & 10/23 10/23/2055 6.700% senior notes due 2055 750 743 6/1 & 12/1 12/1/2055 3.850% senior notes due 2061 1,850 1,812 4/1 & 10/1 4/1/2061 4.400% senior notes due 2061 1,400 1,389 6/1 & 12/1 12/1/2061 3.950% senior notes due 2062 1,400 1,380 6/30 & 12/30 6/30/2062 5.500% senior notes due 2063 1,000 986 4/1 & 10/1 4/1/2063 Credit facilities 11,949 11,901 Varies Time Warner Cable, LLC: 5.750% sterling senior notes due 2031 (c) 842 874 6/2 6/2/2031 6.550% senior debentures due 2037 1,500 1,632 5/1 & 11/1 5/1/2037 7.300% senior debentures due 2038 1,500 1,712 1/1 & 7/1 7/1/2038 6.750% senior debentures due 2039 1,500 1,669 6/15 & 12/15 6/15/2039 5.875% senior debentures due 2040 1,200 1,245 5/15 & 11/15 11/15/2040 5.500% senior debentures due 2041 1,250 1,257 3/1 & 9/1 9/1/2041 5.250% sterling senior notes due 2042 (d) 876 850 7/15 7/15/2042 4.500% senior debentures due 2042 1,250 1,160 3/15 & 9/15 9/15/2042 Time Warner Cable Enterprises LLC: 8.375% senior debentures due 2033 1,000 1,183 1/15 & 7/15 7/15/2033 $ 94,617 $ 94,756 (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 debt assumed in acquisitions, fair value premium adjustments as a result of applying acquisition accounting plus the accretion of those amounts to the balance sheet date.
In determining our tax provision for financial reporting purposes, we establish a 36 reserve for uncertain tax positions unless such positions are determined to be “more likely than not” of being sustained upon examination, based on their technical merits. There is considerable judgment involved in making such a determination.
In determining our tax provision for financial reporting purposes, we establish a reserve for uncertain tax positions unless such positions are determined to be “more likely than not” of being sustained upon examination, based on their technical merits. There is considerable judgment involved in making such a determination.
We calculate standards annually (or more frequently if circumstances dictate) for items such as the labor rates, overhead rates, and the actual amount of time required to perform a capitalizable activity. For example, the standard amounts of time required to perform capitalizable activities are based on studies of the time required to perform such activities.
We calculate standards 40 annually (or more frequently if circumstances dictate) for items such as the labor rates, overhead rates, and the actual amount of time required to perform a capitalizable activity. For example, the standard amounts of time required to perform capitalizable activities are based on studies of the time required to perform such activities.
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.
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 52 into US dollars as of each balance sheet date.
In December 2016, Charter and A/N entered into a letter agreement, as amended in December 2017 (the “A/N Letter Agreement”), that requires A/N to sell to Charter or to Charter Holdings, on a monthly basis, a number of shares of Charter Class A common stock or Charter Holdings common units that represents a pro rata participation by A/N and its affiliates in any repurchases of shares of Charter Class A common stock from persons other than A/N effected by Charter during the immediately preceding calendar month, at a purchase price equal to the average price paid by Charter for the shares repurchased from persons other than A/N during such immediately preceding calendar month.
In December 2016, Charter and A/N entered into a letter agreement, as amended in December 2017 (the “Existing A/N Letter Agreement”), that requires A/N to sell to Charter or to Charter Holdings, on a monthly basis, a number of shares of Charter Class A common stock or Charter Holdings common units that represents a pro rata participation by A/N and its affiliates in any repurchases of shares of Charter Class A common stock from persons other than A/N effected by Charter during the immediately preceding calendar month, at a purchase price equal to the average price paid by Charter for the shares repurchased from persons other than A/N during such immediately preceding calendar month.
The remaining 10% of our revenue is derived primarily from advertising revenues, franchise and other regulatory fee revenues (which are collected by us but then paid to local authorities), sales of mobile and video devices, processing fees or reconnection fees charged to customers to commence or reinstate service, installation, VOD and pay-per-view programming, and commissions related to the sale of merchandise by home shopping services.
The remaining 11% of our revenue is derived primarily from advertising revenues, franchise and other regulatory fee revenues (which are collected by us but then paid to local authorities), sales of mobile and video devices, processing fees or reconnection fees charged to customers to commence or reinstate service, installation, VOD and pay-per-view programming, and commissions related to the sale of merchandise by home shopping services.
Net income attributable to noncontrolling interest for financial reporting purposes represents A/N’s portion of Charter Holdings’ net income based on its effective common unit ownership interest. For more information, see Note 11 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.” Net income attributable to Charter shareholders.
Net income attributable to noncontrolling interest for financial reporting purposes represents A/N’s portion of Charter Holdings’ net income based on its effective common unit ownership interest. For more information, see Note 12 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.” Net income attributable to Charter shareholders.
For more information on the EIP Financing Facility, see Note 9 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.” Our projected cash needs and projected sources of liquidity depend upon, among other things, our actual results, and the timing and amount of our expenditures.
For more information on the EIP Financing Facility, see Note 10 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.” Our projected cash needs and projected sources of liquidity depend upon, among other things, our actual results, and the timing and amount of our expenditures.
Risk Factors — The agreements and instruments governing our debt contain restrictions and limitations that could significantly affect our ability to operate our business, as well as significantly affect our liquidity.” Recently Issued Accounting Standards See Note 21 to the accompanying consolidated financial statements contained in “Part II. Item 8.
Risk Factors — The agreements and instruments governing our debt contain restrictions and limitations that could significantly affect our ability to operate our business, as well as significantly affect our liquidity.” Recently Issued Accounting Standards See Note 22 to the accompanying consolidated financial statements contained in “Part II. Item 8.
Our Internet and mobile product bundles, including Spectrum One, provide a differentiated connectivity experience by bringing together Spectrum Internet, Advanced WiFi and Unlimited Spectrum Mobile to offer consumers fast, reliable and secure online connections on their favorite devices at home and on the go in high-value packages.
Our Internet and mobile product bundles provide a differentiated connectivity experience by bringing together Spectrum Internet, Advanced WiFi and Unlimited Spectrum Mobile to offer consumers fast, reliable and secure online connections on their favorite devices at home and on the go in high-value packages.
Critical Accounting Policies and Estimates Certain of our accounting policies require our management to make difficult, subjective and/or complex judgments. Management has discussed these policies with the Audit Committee of Charter’s Board of Directors, and the Audit Committee has reviewed the following disclosure.
Critical Accounting Policies and Estimates Certain of our accounting policies require our management to make difficult, subjective and/or complex judgments. Management has discussed these policies with the Audit Committee of the Board of Directors of Charter, and the Audit Committee has reviewed the following disclosure.
Free cash flow is defined as net cash flows from operating activities, less capital expenditures and changes in accrued expenses related to capital expenditures. Management and Charter’s Board of Directors use Adjusted EBITDA and free cash flow to assess our performance and our ability to service our debt, fund operations and make additional investments with internally generated funds.
Free cash flow is defined as net cash flows from operating activities, less capital expenditures and changes in accrued expenses related to capital expenditures. Management and the Board of Directors of Charter use Adjusted EBITDA and free cash flow to assess our performance and our ability to service our debt, fund operations and make additional investments with internally generated funds.
Valuation allowances are established when management determines that it is more likely than not that some portion or the entire deferred tax asset will not be realized. In evaluating the need for a valuation allowance, management takes into account various factors, including the expected level of future taxable income, available tax planning strategies and reversals of existing taxable temporary differences.
Valuation allowances are established when management determines that it is more likely than not that some portion or the entire deferred tax asset will not be realized. In evaluating the need for a valuation allowance, management considers various factors, including the expected level of future taxable income, available tax planning strategies and reversals of existing taxable temporary differences.
Income taxes We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and expected benefits of utilizing loss carryforwards, including indefinite lived carryovers such as the Section 163(j) interest limitation.
Financial Statements and Supplementary Data.” Income taxes We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and expected benefits of utilizing loss carryforwards, including indefinite lived carryovers such as the Section 163(j) interest limitation.
Free cash flow was $4.3 billion and $3.5 billion for the years ended December 31, 2024 and 2023, respectively. See table below for factors impacting free cash flow during the year ended December 31, 2024 compared to 2023.
Free cash flow was $5.0 billion and $4.3 billion for the years ended December 31, 2025 and 2024, respectively. See table below for factors impacting free cash flow during the year ended December 31, 2025 compared to 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 2, 2024, which is available free of charge on the SEC's website at www.sec.gov and on Charter's investor relations website at ir.charter.com.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on January 31, 2025, which is available free of charge on the SEC's website at www.sec.gov and on Charter's investor relations website at ir.charter.com.
Net cash used in financing activities increased $737 million during the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to an increase in the amount by which repayments of long-term debt exceeded borrowings, partly offset by a decrease in the purchase of treasury stock and noncontrolling interest and borrowings under the EIP Financing Facility.
Net cash used in financing activities increased $386 million during the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to an increase in the purchase of treasury stock and noncontrolling interest and decrease in borrowings under the EIP Financing Facility, partly offset by an increase in the amount by which borrowings of long-term debt exceeded repayments.
Approximately 90% of our revenues for each of the years ended December 31, 2024 and 2023 are attributable to monthly subscription fees charged to customers for our Internet, video, mobile, voice and commercial services as well as regional sports and news channels.
Approximately 89% of our revenues for each of the years ended December 31, 2025 and 2024 are attributable to monthly subscription fees charged to customers for our Internet, mobile, video, voice and commercial services as well as regional sports and news channels.
From and after the date Liberty Broadband’s exchangeable debentures are no longer outstanding, the amount of monthly repurchases will be the lesser of (i) $100 million and (ii) an amount equal to the sum of (x) the amount needed, in the reasonable judgment of Charter, to maintain an unrestricted cash balance of Liberty Broadband and its subsidiaries (other than GCI, GCI Spinco and their respective subsidiaries) of $50 million plus (y) the aggregate outstanding principal amount of the Liberty Broadband margin loan.
From and after the date Liberty Broadband’s exchangeable debentures are no longer outstanding, the amount of monthly repurchases will be the lesser of (i) $100 million and (ii) an amount equal to the sum of (x) the amount needed, in the reasonable judgment of Charter, to maintain an unrestricted cash balance of Liberty Broadband and its subsidiaries (other than GCI Holdings, LLC, GCI Spinco (as defined in the Merger Agreement) and their respective 48 subsidiaries) of $50 million plus (y) the aggregate outstanding principal amount of the Liberty Broadband margin loan.
Other costs of revenue increased $764 million during the year ended December 31, 2024 compared to the corresponding period in 2023 primarily due to higher mobile service direct costs and mobile device sales due to an increase in mobile lines.
Other costs of revenue increased $353 million during the year ended December 31, 2025 compared to the corresponding period in 2024 primarily due to higher mobile service direct costs and mobile device sales due to an increase in mobile lines.
In addition, our accrued liabilities related to capital expenditures increased $1.1 billion and $172 million for the years ended December 31, 2024 and 2023, respectively. The following tables present our major capital expenditures categories in accordance with National Cable and Telecommunications Association (“NCTA”) disclosure guidelines for the years ended December 31, 2024 and 2023.
In addition, our accrued liabilities related to capital expenditures increased $586 million and $1.1 billion for the years ended December 31, 2025 and 2024, respectively. 50 The following tables present our major capital expenditures categories in accordance with National Cable and Telecommunications Association (“NCTA”) disclosure guidelines for the years ended December 31, 2025 and 2024.
We capitalized direct labor and overhead of $2.4 billion and $2.3 billion for the years ended December 31, 2024 and 2023, respectively. We capitalize direct labor and overhead using standards developed from actual costs and applicable operational data.
We capitalized direct labor and overhead of $2.6 billion and $2.4 billion for the years ended December 31, 2025 and 2024, respectively. We capitalize direct labor and overhead using standards developed from actual costs and applicable operational data.
As of December 31, 2024, Charter had remaining board authority to purchase an additional $961 million of Charter’s Class A common stock and/or Charter Holdings common units, excluding purchases from Liberty Broadband.
As of December 31, 2025, Charter had remaining board authority to purchase an additional $212 million of Charter’s Class A common stock and/or Charter Holdings common units, excluding purchases from Liberty Broadband.
We consider the following policies to be the most critical in understanding the estimates, assumptions and judgments that are involved in preparing our financial statements, and the uncertainties that could affect our results of operations, financial condition and cash flows: • Capitalization of labor and overhead costs • Income taxes • Defined benefit pension plans 35 Capitalization of labor and overhead costs Costs associated with network construction or upgrades, placement of the customer drop to the dwelling and the placement of outlets within a dwelling along with the costs associated with the deployment of new customer premise equipment necessary to provide Internet, video or voice services, are capitalized.
We consider the following policies to be the most critical in understanding the estimates, assumptions and judgments that are involved in preparing our financial statements, and the uncertainties that could affect our results of operations, financial condition and cash flows: • Capitalization of labor and overhead costs • Valuation and impairment of franchises and goodwill • Income taxes Capitalization of labor and overhead costs Costs associated with network construction or upgrades, placement of the customer drop to the dwelling and the placement of outlets within a dwelling along with the costs associated with the deployment of new customer premise equipment necessary to provide Internet, video or voice services, are capitalized.
Financial Statements and Supplementary Data” for additional discussion on these assumptions. 37 Results of Operations A discussion of changes in our results of operations during the year ended December 31, 2023 compared to the year ended December 31, 2022 has been omitted from this Annual Report on Form 10-K, but may be found in “Item 7.
Financial Statements and Supplementary Data” for additional discussion. 42 Results of Operations A discussion of changes in our results of operations during the year ended December 31, 2024 compared to the year ended December 31, 2023 has been omitted from this Annual Report on Form 10-K, but may be found in “Item 7.
Other revenues increased approximately $248 million during the year ended December 31, 2024 as compared to the corresponding period in 2023 primarily due to higher mobile device sales. 40 Operating costs and expenses .
Other revenues increased approximately $369 million during the year ended December 31, 2025 as compared to the corresponding period in 2024 primarily due to higher mobile device sales. Operating costs and expenses .
Net income attributable to Charter shareholders was $5.1 billion and $4.6 billion for the years ended December 31, 2024 and 2023, respectively, primarily as a result of the factors described above.
Net income attributable to Charter shareholders was $5.0 billion and $5.1 billion for the years ended December 31, 2025 and 2024, respectively, primarily as a result of the factors described above.
Purchases may include open market purchases, tender offers or negotiated transactions. 44 As possible acquisitions, swaps or dispositions arise, we actively review them against our objectives including, among other considerations, improving the operational efficiency, geographic clustering of assets, product development or technology capabilities of our business and achieving appropriate return targets, and we may participate to the extent we believe these possibilities present attractive opportunities.
As possible acquisitions, swaps or dispositions arise, we actively review them against our objectives including, among other considerations, improving the operational efficiency, geographic clustering of assets, product development or technology capabilities of our business and achieving appropriate return targets, and we may participate to the extent we believe these possibilities present attractive opportunities.
Financial Statements” for more information. Income tax expense. We recognized income tax expense of $1.6 billion for both the years ended December 31, 2024 and 2023 . For more information, see Note 16 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.” Net income attributable to noncontrolling interest.
Financial Statements” for more information. Income tax expense. We recognized income tax expense of $1.7 billion and $1.6 billion for the years ended December 31, 2025 and 2024, respectively . For more information, see Note 17 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.” 46 Net income attributable to noncontrolling interest.
As of December 31, 2024, the amount available under our credit facilities was approximately $6.3 billion and cash on hand was approximately $459 million. We expect to utilize free cash flow, cash on hand and availability under our credit facilities as well as future refinancing transactions to further extend the maturities of our obligations.
As of December 31, 2025, the amount available under our credit facilities was approximately $4.4 billion and cash on hand was approximately $477 million. We expect to utilize free cash flow, cash on hand and availability under our credit facilities as well as future refinancing transactions to further extend the maturities of our obligations.
Excluding purchases from Liberty Broadband discussed below, during the years ended December 31, 2024 and 2023, Charter purchased in the public market approximately 2.7 million and 6.9 million shares, respectively, of Charter Class A common stock for approximately $822 million and $2.7 billion, respectively.
Excluding purchases from Liberty Broadband discussed below, during the years ended December 31, 2025 and 2024, Charter purchased in the public market approximately 12.3 million and 2.7 million shares, respectively, of Charter Class A common stock for approximately $3.8 billion and $822 million, respectively.
We recognize interest and penalties accrued on uncertain income tax positions as part of the income tax provision. See Note 16 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data” for additional discussion.
We recognize interest and penalties accrued on uncertain income tax positions as part of the income tax provision. See Note 17 to the accompanying consolidated financial statements contained in “Part II. Item 8.
These disclosure guidelines are not required disclosures under GAAP, nor do they impact our accounting for capital expenditures under GAAP (dollars in millions): Year Ended December 31, 2024 2023 Customer premise equipment (a) $ 2,172 $ 2,286 Scalable infrastructure (b) 1,422 1,368 Upgrade/rebuild (c) 1,771 1,719 Support capital (d) 1,688 1,727 Capital expenditures, excluding line extensions 7,053 7,100 Subsidized rural construction line extensions 2,144 1,822 Other line extensions 2,072 2,193 Total line extensions (e) 4,216 4,015 Total capital expenditures $ 11,269 $ 11,115 Of which: Commercial services $ 1,437 $ 1,560 Subsidized rural construction initiative (f) $ 2,152 $ 1,870 Mobile $ 245 $ 314 (a) Customer premise equipment includes equipment and devices located at the customer's premise used to deliver our Internet, video and voice services (e.g., modems, routers and set-top boxes), as well as installation costs.
These disclosure guidelines are not required disclosures under GAAP, nor do they impact our accounting for capital expenditures under GAAP (dollars in millions): Year Ended December 31, 2025 2024 Customer premise equipment (a) $ 2,260 $ 2,172 Scalable infrastructure (b) 1,536 1,422 Upgrade/rebuild (c) 1,937 1,771 Support capital (d) 1,986 1,688 Capital expenditures, excluding line extensions 7,719 7,053 Subsidized rural construction line extensions 2,202 2,144 Other line extensions 1,738 2,072 Total line extensions (e) 3,940 4,216 Total capital expenditures $ 11,659 $ 11,269 Of which: Commercial services $ 1,201 $ 1,437 Subsidized rural construction initiative (f) $ 2,208 $ 2,152 Mobile $ 267 $ 245 (a) Customer premise equipment includes equipment and devices located at the customer's premise used to deliver our Internet, video and voice services (e.g., modems, routers and set-top boxes), as well as installation costs.
In June 2024, our bankruptcy remote special purpose vehicle entered into a senior secured revolving credit facility to finance the purchase of equipment installment plan receivables with a number of financial institutions (the “EIP Financing Facility”). As of December 31, 2024, the carrying value of the EIP Financing Facility was $1.1 billion.
Additionally, our bankruptcy remote special purpose vehicle is the borrower of a senior secured revolving credit facility to finance the purchase of equipment installment plan receivables with a number of financial institutions (the “EIP Financing Facility”). As of December 31, 2025, the carrying value of the EIP Financing Facility was $1.4 billion.
Since the beginning of its buyback program in September 2016 through the year ended December 31, 2024, Charter has purchased in the public market approximately 162.6 million 43 shares of Class A common stock and Charter Holdings common units for approximately $73.4 billion, including purchases from Liberty Broadband and A/N discussed below.
Since the beginning of its buyback program in September 2016 through the year ended December 31, 2025, Charter has purchased in the public market approximately 179.7 million shares of Class A common stock and Charter Holdings common units for approximately $78.8 billion, including purchases from Liberty Broadband and A/N discussed below.
Depreciation and amortization. Depreciation and amortization expense decreased by $23 million during the year ended December 31, 2024 compared to the corresponding period in 2023 primarily due to certain assets acquired in acquisitions becoming fully depreciated offset by an increase in depreciation as a result of more recent capital expenditures. Other operating (income) expense, net.
Depreciation and amortization expense increased by $38 million during the year ended December 31, 2025 compared to the corresponding period in 2024 primarily due to an increase in depreciation as a result of more recent capital expenditures, partly offset by certain assets becoming fully depreciated. Other operating expenses, net.
Historical Operating, Investing, and Financing Activities Cash and Cash Equivalents. We held $459 million and $709 million in cash and cash equivalents as of December 31, 2024 and 2023, respectively. In addition, we held $47 million in restricted cash included in prepaid and other current assets in our consolidated balance sheets as of December 31, 2024. Operating Activities.
We held $477 million and $459 million in cash and cash equivalents as of December 31, 2025 and 2024, respectively. In addition, we held $121 million and $47 million in restricted cash included in prepaid and other current assets in our consolidated balance sheets as of December 31, 2025 and 2024, respectively. Operating Activities.
The Stockholders and Letter Agreement Amendment sets forth, among other things, the terms of Liberty Broadband’s participation in Charter’s share repurchases during the period between the execution of the merger agreement and the effective time of the merger agreement.
On November 12, 2024, Charter and Liberty Broadband entered into the Stockholders and Letter Agreement Amendment. The Stockholders and Letter Agreement Amendment sets forth, among other things, the terms of Liberty Broadband’s participation in Charter’s share repurchases during the period between the execution of the Merger Agreement and the effective time of the Merger.
Charter purchased from Liberty Broadband 1.0 million shares of Charter Class A common stock during each of the years ended December 31, 2024 and 2023 for approximately $335 million and $394 million, respectively.
During the years ended December 31, 2025 and 2024, Charter purchased from Liberty Broadband 3.8 million and 1.0 million shares of Charter Class A common stock for approximately $1.2 billion and $335 million, respectively.
See “—Use of Adjusted EBITDA and Free Cash Flow” for further information on Adjusted EBITDA and free cash flow. Growth in total revenue was primarily due to mobile line growth and higher average revenue per customer, partly offset by lower customers.
See “—Use of Adjusted EBITDA and Free Cash Flow” for further information on Adjusted EBITDA and free cash flow. Total revenues decreased slightly primarily due to lower customers, higher seamless entertainment allocation and lower advertising sales, partly offset by mobile line growth and higher average revenue per customer.
Years ended December 31, 2024 2023 Growth Revenues $ 55,085 $ 54,607 0.9 % Adjusted EBITDA $ 22,569 $ 21,894 3.1 % Income from operations $ 13,118 $ 12,559 4.5 % Adjusted EBITDA is defined as net income attributable to Charter shareholders plus net income attributable to noncontrolling interest, net interest expense, income taxes, depreciation and amortization, stock compensation expense, other income (expense), net and other operating (income) expenses, net, such as special charges and (gain) loss on sale or retirement of assets.
Years ended December 31, 2025 2024 Growth Revenues $ 54,774 $ 55,085 (0.6) % Adjusted EBITDA $ 22,708 $ 22,569 0.6 % Income from operations $ 12,908 $ 13,118 (1.6) % Adjusted EBITDA is defined as net income attributable to Charter shareholders plus net income attributable to noncontrolling interest, net interest expense, income taxes, depreciation and amortization, stock compensation expense, other income (expenses), net and other operating (income) expenses, net, such as special charges, merger and acquisition costs and (gain) loss on sale or retirement of assets.
Programming costs decreased as a result of fewer video customers and a higher mix of lower cost video packages within our video customer base as well as costs required by accounting principles to be allocated to seamless entertainment applications and netted within video revenue, partly offset by contractual rate adjustments, including renewals and increases in amounts paid for retransmission consent as well as a $61 million benefit related to the temporary loss of Disney programming during 2023.
Programming costs decreased as a result of a higher mix of lower cost video packages within our video customer base and fewer video customers as well as costs allocated to seamless entertainment applications and netted within video revenue, partly offset by contractual rate adjustments, including renewals and increases in amounts paid for retransmission consent.
(c) Principal amount includes £625 million valued at $782 million as of December 31, 2024 using the exchange rate as of December 31, 2024. (d) Principal amount includes £650 million valued at $813 million as of December 31, 2024 using the exchange rate as of December 31, 2024.
(c) Principal amount includes £625 million valued at $842 million as of December 31, 2025 using the exchange rate as of December 31, 2025. (d) Principal amount includes £650 million valued at $876 million as of December 31, 2025 using the exchange rate as of December 31, 2025.
We had availability under our credit facilities of approximately $6.3 billion as of December 31, 2024.
We had availability under our credit facilities of approximately $4.4 billion as of December 31, 2025.
The principal amount of our debt as of December 31, 2024 was $93.8 billion, consisting of $10.3 billion of credit facility debt, $56.2 billion of investment grade senior secured notes and $27.3 billion of high-yield senior unsecured notes. Our split credit rating allows us to access both the investment grade debt and the high yield debt markets.
The principal amount of our debt as of December 31, 2025 was $94.6 billion, consisting of $11.9 billion of credit facility debt, $55.4 billion of investment grade senior secured notes and $27.3 billion of high-yield senior unsecured notes. Our split credit rating allows us to access both the investment grade debt and the high yield debt markets.
The decrease in voice revenues from our residential customers was attributable to the following (dollars in millions): 2024 compared to 2023 Decrease in average residential voice customers $ (219) Increase related to rate adjustments 146 $ (73) Residential wireline voice customers decreased by 1,076,000 in 2024 compared to 2023.
The decrease in voice revenues from our residential customers was attributable to the following (dollars in millions): 2025 compared to 2024 Decrease in average residential voice customers $ (230) Increase related to rate adjustments 143 $ (87) Residential wireline voice customers decreased by 804,000 in 2025 compared to 2024.
We spent $2.2 billion on our subsidized rural construction initiative during the year ended December 31, 2024 and activated approximately 393,000 subsidized rural passings. We currently offer Spectrum Internet products with speeds up to 1 Gbps across our entire footprint. Our network evolution initiative is progressing.
We spent $2.2 billion on our subsidized rural construction initiative during the year ended December 31, 2025 and activated approximately 483,000 subsidized rural passings. We currently offer Spectrum Internet products with speeds up to 1 Gbps across our entire footprint and multi-gigabit data speeds in a portion of our footprint.
Residential Internet customers decreased by 510,000 in 2024 compared to 2023. Video revenues consist primarily of revenues from video services provided to our residential customers, as well as franchise fees, equipment service fees and video installation revenue.
Video revenues consist primarily of revenues from video services provided to our residential customers, as well as franchise fees, equipment service fees and video installation revenue.
See Note 8 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data” for further details regarding our outstanding debt and other financing arrangements, including certain information about maturities, covenants and restrictions related to such debt and financing arrangements.
Financial Statements and Supplementary Data” for further details regarding our outstanding debt and other financing arrangements, including certain information about maturities, covenants and restrictions related to such debt and financing arrangements.
Net cash provided by operating activities decreased $3 million during the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to an increase in cash paid for interest and taxes and the payment of litigation settlements in 2024, partly offset by an increase in Adjusted EBITDA. Investing Activities.
Net cash provided by operating activities increased $1.6 billion during the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to a decrease in cash paid for taxes and interest, increase in Adjusted EBITDA and the payment of litigation settlements in 2024. Investing Activities.
Our debt covenants refer to these expenses as management fees, which fees were in the amount of $1.5 billion and $1.4 billion for the years ended December 31, 2024 and 2023, respectively. 42 A reconciliation of Adjusted EBITDA and free cash flow to net income attributable to Charter shareholders and net cash flows from operating activities, respectively, is as follows (dollars in millions): Years ended December 31, 2024 2023 Net income attributable to Charter shareholders $ 5,083 $ 4,557 Plus: Net income attributable to noncontrolling interest 770 704 Interest expense, net 5,229 5,188 Income tax expense 1,649 1,593 Depreciation and amortization 8,673 8,696 Stock compensation expense 651 692 Other, net 514 464 Adjusted EBITDA $ 22,569 $ 21,894 Net cash flows from operating activities $ 14,430 $ 14,433 Less: Purchases of property, plant and equipment (11,269) (11,115) Change in accrued expenses related to capital expenditures 1,096 172 Free cash flow $ 4,257 $ 3,490 Liquidity and Capital Resources Overview We have significant amounts of debt and require significant cash to fund principal and interest payments on our debt.
A reconciliation of Adjusted EBITDA and free cash flow to net income attributable to Charter shareholders and net cash flows from operating activities, respectively, is as follows (dollars in millions): Years ended December 31, 2025 2024 Net income attributable to Charter shareholders $ 4,987 $ 5,083 Plus: Net income attributable to noncontrolling interest 779 770 Interest expense, net 5,042 5,229 Income tax expense 1,692 1,649 Depreciation and amortization 8,711 8,673 Stock compensation expense 673 651 Other, net 824 514 Adjusted EBITDA $ 22,708 $ 22,569 Net cash flows from operating activities $ 16,077 $ 14,430 Less: Purchases of property, plant and equipment (11,659) (11,269) Change in accrued expenses related to capital expenditures 586 1,096 Free cash flow $ 5,004 $ 4,257 47 Liquidity and Capital Resources Overview We have significant amounts of debt and require significant cash to fund principal and interest payments on our debt.
Enterprise revenues increased $113 million during the year ended December 31, 2024 as compared to the corresponding period in 2023 primarily due to an increase in Internet PSUs. Enterprise PSUs increased by 16,000 in 2024 compared to 2023.
Mid-market & large business revenues increased $91 million during the year ended December 31, 2025 as compared to the corresponding period in 2024 primarily due to an increase in Internet PSUs. Mid-market & large business PSUs increased by 17,000 in 2025 compared to 2024.
Financial Statements and Supplementary Data.” Interest expense, net. Net interest expense increased by $41 million in 2024 from 2023 primarily due to an increase in weighted average interest rates, partly offset by a decrease in weighted average debt. Other expense, net.
Financial Statements and Supplementary Data.” Interest expense, net. Net interest expense decreased by $187 million in 2025 from 2024 primarily due to a decrease in weighted average interest rates and debt. Other expenses, net.
The following table sets forth the consolidated statements of operations for the periods presented (dollars in millions, except per share data): Year Ended December 31, 2024 2023 Revenues $ 55,085 $ 54,607 Costs and Expenses: Operating costs and expenses (exclusive of items shown separately below) 33,167 33,405 Depreciation and amortization 8,673 8,696 Other operating (income) expense, net 127 (53) 41,967 42,048 Income from operations 13,118 12,559 Other Income (Expense): Interest expense, net (5,229) (5,188) Other expense, net (387) (517) (5,616) (5,705) Income before income taxes 7,502 6,854 Income tax expense (1,649) (1,593) Consolidated net income 5,853 5,261 Less: Net income attributable to noncontrolling interests (770) (704) Net income attributable to Charter shareholders $ 5,083 $ 4,557 EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CHARTER SHAREHOLDERS: Basic $ 35.53 $ 30.54 Diluted $ 34.97 $ 29.99 Weighted average common shares outstanding, basic 143,061,337 149,208,188 Weighted average common shares outstanding, diluted 145,363,771 151,966,313 Revenues.
The following table sets forth the consolidated statements of operations for the periods presented (dollars in millions, except per share data): Year Ended December 31, 2025 2024 Revenues $ 54,774 $ 55,085 Costs and Expenses: Operating costs and expenses (exclusive of items shown separately below) 32,739 33,167 Depreciation and amortization 8,711 8,673 Other operating expenses, net 416 127 41,866 41,967 Income from operations 12,908 13,118 Other Income (Expenses): Interest expense, net (5,042) (5,229) Other expenses, net (408) (387) (5,450) (5,616) Income before income taxes 7,458 7,502 Income tax expense (1,692) (1,649) Consolidated net income 5,766 5,853 Less: Net income attributable to noncontrolling interests (779) (770) Net income attributable to Charter shareholders $ 4,987 $ 5,083 EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CHARTER SHAREHOLDERS: Basic $ 36.90 $ 35.53 Diluted $ 36.21 $ 34.97 Weighted average common shares outstanding, basic 135,155,309 143,061,337 Weighted average common shares outstanding, diluted 137,743,676 145,363,771 Revenues.
The decrease in our operating costs and expenses, exclusive of items shown separately in the consolidated statements of operations, was attributable to the following (dollars in millions): 2024 compared to 2023 Programming $ (985) Other costs of revenue 764 Field and technology operations (30) Customer operations (81) Sales and marketing 61 Other 33 $ (238) Programming costs were approximately $9.7 billion and $10.6 billion for the years ended December 31, 2024 and 2023, representing 29% and 32% of total operating costs and expenses, respectively.
The decrease in our operating costs and expenses, exclusive of items shown separately in the consolidated statements of operations, was attributable to the following (dollars in millions): 2025 compared to 2024 Programming $ (831) Other costs of revenue 353 Field and technology operations (18) Customer operations (47) Marketing and residential sales 192 Transition expenses 19 Other (96) $ (428) 45 Programming costs were approximately $8.8 billion and $9.7 billion for the years ended December 31, 2025 and 2024, representing 27% and 29% of total operating costs and expenses, respectively.
The decrease in video revenues was attributable to the following (dollars in millions): 2024 compared to 2023 Decrease in average residential video customers $ (1,418) Increase related to rate and product mix changes 193 $ (1,225) Residential video customers decreased by 1,176,000 in 2024 compared to 2023.
The decrease in video revenues was attributable to the following (dollars in millions): 2025 compared to 2024 Decrease in average residential video customers $ (813) Increase in seamless entertainment allocation (322) Decrease related to rate and product mix changes (291) $ (1,426) 44 Residential video customers decreased by 255,000 in 2025 compared to 2024.
As Adjusted EBITDA grows, we expect to increase the total amount of our indebtedness to maintain leverage within Charter's target leverage range.
Charter plans to adjust its long-term target leverage range after the Closing to 3.5 to 3.75 times Adjusted EBITDA. As Adjusted EBITDA grows, we expect to increase the total amount of our indebtedness to maintain leverage within Charter's target leverage range.
In September, Spectrum launched a new brand platform, Life Unlimited, which emphasizes the power of Spectrum’s advanced network and cutting-edge connectivity products and services along with a new and simplified pricing and packaging strategy that better utilizes its seamless connectivity and entertainment products to offer lower promotional and persistent bundled pricing to drive growth.
We remain focused on improving customer results through our brand platform, Life Unlimited which emphasizes the power of our advanced fiber-powered network and cutting-edge connectivity products and services, and our simplified pricing and packaging strategy that better utilizes our seamless connectivity and entertainment products to offer lower promotional and persistent bundled pricing to drive growth.
The increase in SMB revenues is attributable to the following (dollars in millions): 2024 compared to 2023 Increase related to rate and product mix changes $ 12 Increase in average SMB customers 6 $ 18 SMB customers decreased by 7,000 in 2024 compared to 2023.
The decrease in small business revenues is attributable to the following (dollars in millions): 2025 compared to 2024 Decrease in average small business customers $ (17) Decrease related to rate and product mix changes (13) $ (30) Small business customers decreased by 13,000 in 2025 compared to 2024.
We realized revenue, Adjusted EBITDA and income from operations during the periods presented as follows (in millions; all percentages are calculated using whole numbers; minor differences may exist due to rounding).
Our network evolution initiative remains on track to deliver symmetrical and multi-gigabit speeds across our entire footprint with convergence everywhere we operate. 39 We realized revenue, Adjusted EBITDA and income from operations during the periods presented as follows (in millions; all percentages are calculated using whole numbers; minor differences may exist due to rounding).
Capital Expenditures We have significant ongoing capital expenditure requirements. Capital expenditures were $11.3 billion and $11.1 billion for the years ended December 31, 2024 and 2023, respectively. The increase was primarily driven by an increase in line extensions in connection with our subsidized rural construction initiative, partly offset by a decrease in customer premise equipment.
Capital Expenditures We have significant ongoing capital expenditure requirements. Capital expenditures were $11.7 billion and $11.3 billion for the years ended December 31, 2025 and 2024, respectively. The increase was primarily driven by an increase in support capital, higher spend on network evolution and an increase in scalable infrastructure spend, partly offset by a decrease in line extensions.
The change in other expense, net is attributable to the following (dollars in millions): 2024 compared to 2023 Net periodic pension benefit (cost) (see Note 20) $ 193 Loss on equity investments, net (see Note 5) 12 Gain (loss) on extinguishment of debt, net (see Note 8) 4 Gain (loss) on financial instruments, net (see Note 12) (79) $ 130 See Note 14 and the Notes referenced above to the accompanying consolidated financial statements contained in “Item 1.
The increase in other expenses, net is attributable to the following (dollars in millions): 2025 compared to 2024 Net periodic pension benefit (costs) (see Note 21) $ 27 Loss on equity investments, net (see Note 6) (26) Gain (loss) on extinguishment of debt, net (see Note 9) (29) Loss on financial instruments, net (see Note 13) 7 $ (21) See Note 15 and the Notes referenced above to the accompanying consolidated financial statements contained in “Item 1.
Net cash used in investing activities was $10.7 billion and $11.1 billion for the years ended December 31, 2024 and 2023, respectively. The decrease in cash used was primarily due to changes in accrued expenses related to capital expenditures as a result of extended vendor payment terms in connection with our implementation of a supply chain financing program. Financing Activities.
Net cash used in investing activities was $11.6 billion and $10.7 billion for the years ended December 31, 2025 and 2024, respectively. The increase in cash used was primarily due to an increase in capital expenditures and changes in accrued expenses related to capital expenditures. Financing Activities.
A/N and Charter both have the right to terminate or suspend the pro rata repurchase arrangement on a prospective basis. During the years ended December 31, 2024 and 2023, Charter Holdings purchased from A/N 0.6 million and 1.1 million Charter Holdings common units, respectively, for approximately $189 million and $427 million, respectively.
During the years ended December 31, 2025 and 2024, Charter Holdings purchased from A/N 1.0 million and 0.6 million Charter Holdings common units, respectively, for approximately $373 million and $189 million, respectively.
The change in other operating (income) expense, net was attributable to the following (dollars in millions): 2024 compared to 2023 Special charges, net $ (59) (Gain) loss on disposal of assets, net 239 $ 180 41 For more information, see Note 14 to the accompanying consolidated financial statements contained in “Part II. Item 8.
Other operating expenses, net increased primarily due to the following (dollars in millions): 2025 compared to 2024 Special charges, net $ 18 (Gain) loss on disposal of assets, net 142 Merger and acquisition costs 129 $ 289 For more information, see Note 15 to the accompanying consolidated financial statements contained in “Part II. Item 8.
We now have 34 completed deals with every major programmer to deliver better flexibility and greater value to our customers by including seamless entertainment applications with our Spectrum TV services at no additional cost. We also continue to evolve our video product and are deploying Xumo stream boxes to new video customers.
We have completed deals with major programmers to deliver better flexibility and greater value to our customers by including seamless entertainment applications with certain of our Spectrum TV packages at no additional cost.
For the purpose of calculating compliance with leverage covenants, we use Adjusted EBITDA, as presented, excluding certain expenses paid by our operating subsidiaries to other Charter entities.
For the purpose of calculating compliance with leverage covenants, we use Adjusted EBITDA, as presented, excluding certain expenses paid by our operating subsidiaries to other Charter entities. Our debt covenants refer to these expenses as management fees, which fees were in the amount of $1.4 billion and $1.5 billion for the years ended December 31, 2025 and 2024, respectively.
In May 2024, Charter Operating and Charter Communications Operating Capital Corp. jointly issued $1.5 billion of 6.100% senior secured notes due June 2029 at a price of 99.944% of the aggregate principal amount and $1.5 billion of 6.550% senior secured notes due June 2034 at a price of 99.755% of the aggregate principal amount.
In September 2025, Charter Operating and Charter Communications Operating Capital Corp. jointly issued $1.25 billion of 5.850% senior secured notes due December 2035 at a price of 99.932% of the aggregate principal amount and $750 million of 6.700% senior secured notes due December 2055 at a price of 99.832% of the aggregate principal amount.
Charter's target leverage of net debt to the last twelve months Adjusted EBITDA remains at 4 to 4.5 times Adjusted EBITDA, and up to 3.5 times Adjusted EBITDA at the Charter Operating first lien level. Charter's leverage ratio was 4.13 times Adjusted EBITDA as of December 31, 2024.
Charter's leverage ratio of net debt to the last twelve months Adjusted EBITDA was 4.15 times as of December 31, 2025.
However, there can be no assurance that we will actually complete any acquisitions, dispositions or system swaps, or that any such transactions will be material to our operations or results.
However, there can be no assurance that we will actually complete any acquisitions, including the Cox Transactions, dispositions or system swaps, or that any such transactions will be material to our operations or results. 49 New Tax Legislation On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law.
Free Cash Flow Free cash flow increased $767 million during the year ended December 31, 2024 compared to the corresponding prior period due to the following (dollars in millions): 2024 compared to 2023 Changes in working capital, excluding mobile devices $ 1,156 Increase in Adjusted EBITDA 675 Increase in cash paid for interest, net (311) Increase in capital expenditures (154) Changes in working capital, mobile devices (144) Increase in cash paid for taxes, net (138) Other, net (317) $ 767 Other, net primarily includes the payment of a litigation settlement during the year ended December 31, 2024 compared to the corresponding period in 2023.
Free Cash Flow Free cash flow increased $747 million during the year ended December 31, 2025 compared to the corresponding prior period due to the following (dollars in millions): 2025 compared to 2024 Decrease in cash paid for taxes, net $ 669 Changes in working capital, mobile devices 398 Decrease in cash paid for interest, net 347 Increase in Adjusted EBITDA 139 Changes in working capital, excluding mobile devices (455) Increase in capital expenditures (390) Other, net 39 $ 747 Historical Operating, Investing, and Financing Activities Cash and Cash Equivalents.
Total revenues grew $478 million or 0.9% during the year ended December 31, 2024 as compared to 2023 primarily due to growth in mobile lines, average revenue per customer and advertising sales, partly offset by lower customers. 38 Revenues by service offering were as follows (dollars in millions; all percentages are calculated using whole numbers; minor differences may exist due to rounding): Years ended December 31, 2024 2023 Growth Internet $ 23,360 $ 23,032 1.4 % Video 15,126 16,351 (7.5) % Mobile service 3,083 2,243 37.5 % Voice 1,437 1,510 (4.9) % Residential revenue 43,006 43,136 (0.3) % Small and medium business 4,371 4,353 0.4 % Enterprise 2,883 2,770 4.1 % Commercial revenue 7,254 7,123 1.8 % Advertising sales 1,780 1,551 14.8 % Other 3,045 2,797 8.8 % $ 55,085 $ 54,607 0.9 % The increase in Internet revenues from our residential customers was attributable to the following (dollars in millions): 2024 compared to 2023 Increase related to rate and product mix changes $ 493 Decrease in average residential Internet customers (165) $ 328 The increase related to rate and product mix was primarily due to promotional rate step-ups and rate adjustments, partly offset by retention offers extended to customers that previously received an ACP subsidy.
Total revenues decreased $311 million or 0.6% during the year ended December 31, 2025 as compared to 2024 primarily due to lower customers, higher seamless entertainment allocation and lower advertising sales, partly offset by mobile line growth and higher average revenue per customer. 43 Revenues by service offering were as follows (dollars in millions; all percentages are calculated using whole numbers; minor differences may exist due to rounding): Years ended December 31, 2025 2024 Growth Internet $ 23,765 $ 23,360 1.7 % Mobile service 3,762 3,083 22.0 % Connectivity 27,527 26,443 4.1 % Video 13,703 15,129 (9.4) % Voice 1,350 1,437 (6.0) % Residential revenue 42,580 43,009 (1.0) % Small business 4,346 4,376 (0.7) % Mid-market & large business 2,969 2,878 3.2 % Commercial revenue 7,315 7,254 0.9 % Advertising sales 1,468 1,780 (17.6) % Other 3,411 3,042 12.1 % $ 54,774 $ 55,085 (0.6) % The increase in Internet revenues from our residential customers was attributable to the following (dollars in millions): 2025 compared to 2024 Increase related to rate and product mix changes $ 785 Decrease in average residential Internet customers (380) $ 405 The increase related to rate and product mix was primarily due to promotional rate step-ups, rate adjustments, and a favorable change in bundled revenue allocation.
Advertising sales revenues consist primarily of revenues from commercial advertising customers, programmers and other vendors, as well as local cable and advertising on regional sports and news channels.
Advertising sales revenues consist primarily of revenues from commercial advertising customers, programmers and other vendors, as well as local cable and advertising on regional sports and news channels. Advertising sales revenues decreased $312 million during the year ended December 31, 2025 as compared to the corresponding period in 2024 primarily due to a decrease in political revenue.
The actual amount of capital expenditures in 2025 will depend on a number of factors including, but not limited to, the pace of our network evolution and expansion initiatives, supply chain timing and growth rates in our residential and commercial businesses. 45 Our capital expenditures are funded primarily from cash flows from operating activities and borrowings on our credit facility.
See the table below for more details. We currently expect full year 2026 capital expenditures to total approximately $11.4 billion. The actual amount of capital expenditures in 2026 will depend on a number of factors including, but not limited to, the pace of our network evolution and expansion initiatives, supply chain timing and residential and business growth rates.
In addition, the following discussion should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto of Charter included in “Part II. Item 8.
In addition, the following discussion should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto of Charter included in “Part II. Item 8. Financial Statements and Supplementary Data.” Overview We are a leading broadband connectivity company with services available to 58 million homes and small to large businesses across 41 states through our Spectrum brand.
The increase related to rate and product mix was primarily due to promotional rate step-ups, video rate adjustments that pass-through programming rate increases and $63 million of customer credits related to the temporary loss of Disney programming in 2023, partly offset by a higher mix of lower priced video packages within our video customer base and costs required by accounting principles to be allocated to seamless entertainment applications and netted within video revenue. 39 The increase in mobile service revenues from our residential customers is attributable to the following (dollars in millions): 2024 compared to 2023 Increase in average residential mobile lines $ 758 Increase related to rate 82 $ 840 Residential mobile lines increased by 2,049,000 in 2024 compared to 2023.
The decrease related to rate and product mix was primarily due to a higher mix of lower priced video packages within our video customer base and more unfavorable bundled revenue allocation, partly offset by promotional rate step-ups and video rate adjustments that pass-through programming rate increases.
Advertising sales revenues increased $229 million during the year ended December 31, 2024 as compared to the corresponding period in 2023 primarily due to an increase in political ad revenue and advanced advertising partly offset by lower local and national ad revenue.
Marketing and residential sales increased $192 million during the year ended December 31, 2025 compared to the corresponding period in 2024 primarily due to a change in sales mix to higher cost sales channels.
We also distribute award-winning news coverage and sports programming to our customers through Spectrum Networks. See “Part I. Item 1. Business — Products and Services” for further description of these services, including customer statistics for different services. During the year ended December 31, 2024, we lost 508,000 Internet customers while adding 2,117,000 mobile lines.
Business — Products and Services” for further description of these services, including customer statistics for different services. During the year ended December 31, 2025, we added 1.9 million mobile lines while Internet and video losses improved as compared to the prior year period. Sales were challenged by the competitive environment but were offset by lower customer churn.
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Financial Statements and Supplementary Data.” Overview We are a leading broadband connectivity company and cable operator with services available to an estimated 57 million homes and businesses in 41 states through our Spectrum brand. Over an advanced communications network, we offer a full range of state-of-the-art residential and business services including Spectrum Internet, TV, Mobile and Voice.
Added
Founded in 1993, we have evolved from providing cable TV to streaming, and from high-speed Internet to a converged broadband, WiFi and mobile experience. Over the Spectrum Fiber Broadband Network and supported by our 100% U.S.-based employees, we offer Seamless Connectivity and Entertainment with Spectrum Internet, Mobile, TV and Voice products. See “Part I. Item 1.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe interest rate on approximately 89% and 86% of the total principal amount of our debt was fixed as of December 31, 2024 and 2023, respectively. 48 The table set forth below summarizes the fair values and contract terms of financial instruments subject to interest rate risk maintained by us as of December 31, 2024 (dollars in millions): 2025 2026 2027 2028 2029 Thereafter Total Fair Value Debt: Fixed Rate $ 1,800 $ 1,850 $ 3,250 $ 4,750 $ 7,000 $ 64,795 $ 83,445 $ 72,777 Average Interest Rate 4.91 % 5.89 % 5.13 % 4.53 % 5.13 % 5.05 % 5.05 % Variable Rate $ 305 $ 305 $ 304 $ 642 $ 279 $ 8,499 $ 10,334 $ 10,079 Average Interest Rate 5.47 % 5.36 % 5.37 % 5.41 % 5.39 % 5.79 % 5.72 % Interest rates on variable-rate debt are estimated using the average implied forward SOFR for the year of maturity based on the yield curve in effect at December 31, 2024 including applicable bank spread.
Biggest changeThe interest rate on approximately 87% and 89% of the total principal amount of our debt was fixed as of December 31, 2025 and 2024, respectively. 53 The table set forth below summarizes the fair values and contract terms of financial instruments subject to interest rate risk maintained by us as of December 31, 2025 (dollars in millions): 2026 2027 2028 2029 2030 Thereafter Total Fair Value Debt: Fixed Rate $ 750 $ 3,250 $ 4,750 $ 7,000 $ 5,800 $ 61,118 $ 82,668 $ 73,664 Average Interest Rate 5.50 % 5.13 % 4.53 % 5.13 % 4.63 % 5.13 % 5.07 % Variable Rate $ 305 $ 305 $ 642 $ 279 $ 8,068 $ 2,350 $ 11,949 $ 11,803 Average Interest Rate 4.72 % 4.61 % 4.85 % 4.98 % 5.24 % 6.15 % 5.36 % Interest rates on variable-rate debt are estimated using the average implied forward Secured Overnight Financing Rate (“SOFR”) for the year of maturity based on the yield curve in effect at December 31, 2025 including applicable bank spread.
Financial Statements and Supplementary Data.” As of December 31, 2024 and 2023, the weighted average interest rate on the credit facility debt was approximately 6.3% and 7.0%, respectively, and the weighted average interest rate on the senior notes was approximately 5.0% and 5.0%, respectively, resulting in a blended weighted average interest rate of 5.2% and 5.3%, respectively.
Financial Statements and Supplementary Data.” As of December 31, 2025 and 2024, the weighted average interest rate on the credit facility debt was approximately 5.6% and 6.3%, respectively, and the weighted average interest rate on the senior notes was approximately 5.1% and 5.0%, respectively, resulting in a blended weighted average interest rate of 5.1% and 5.2%, respectively.
The fair value of our cross-currency derivatives included in other long-term liabilities on our consolidated balance sheets was $504 million and $440 million as of December 31, 2024 and 2023, respectively. For more information, see Note 12 to the accompanying consolidated financial statements contained in “Part II. Item 8.
The fair value of our cross-currency derivatives included in other long-term liabilities on our consolidated balance sheets was $406 million and $504 million as of December 31, 2025 and 2024, respectively. For more information, see Note 13 to the accompanying consolidated financial statements contained in “Part II. Item 8.

Other CHTR 10-K year-over-year comparisons