FULLTEXT DEL 3 AV 3
10-K – 2026-01-30 – chtr-20251231.htm
10.58+ Form of Performance-Vesting Restricted Stock Unit Agreement granted to certain executive officers in 2016 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.103 to the Annual Report on Form 10-K of Charter Communications, Inc. filed on February 16, 2017 (File No. 001-33664)).
10.59+ Charter Communications, Inc. 2019 Stock Incentive Plan (incorporated by reference to Annex A to the Proxy Statement for the Charter Communications, Inc. 2019 Annual Meeting of Stockholders filed March 14, 2019 (File No. 001-33664)).
10.60+ Amendment to the Charter Communications, Inc. 2019 Stock Incentive Plan, dated as of January 28, 2020 (incorporated by reference to Exhibit 10.152 to the Annual Report on Form 10-K of Charter Communications, Inc. filed on January 31, 2020 (File No. 001-33664)) .
10.61+ Second Amendment to the Charter Communications, Inc. 2019 Stock Incentive Plan (incorporated by reference to Appendix B to the Definitive Proxy Statement for the Charter Communications, Inc. 2024 Annual Meeting of Stockholders filed on March 14, 2024 (File No. 001-33664)).
10.62+ Form of Nonqualified Stock Option Agreement under the Charter Communications, Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Charter Communications, Inc. filed July 26, 2019 (File No. 001-33664)).
10.63+ Form of Restricted Stock Unit Agreement under the Charter Communications, Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Charter Communications, Inc. filed July 26, 2019 (File No. 001-33664)).
10.64+ Form of Restricted Stock Agreement under the Charter Communications, Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Charter Communications, Inc. filed July 26, 2019 (File No. 001-33664)).
10.65+ Form of Performance-Vesting Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 24, 2023 (File No. 001-33664)).
10.66+ Form of Performance-Vesting Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 24, 2023(File No. 001-33664)).
10.67+ Charter Communications, Inc. 2025 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on April 25, 2025 (File No. 001-33664)).
10.68+ Time Warner Cable Inc. 2006 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.45 to TWC’s Current Report on Form 8-K dated February 13, 2007 and filed with the SEC on February 13, 2007).
10.69+ Time Warner Cable Inc. 2006 Stock Incentive Plan, as amended, effective March 12, 2009 (incorporated herein by reference to Exhibit 10.1 to TWC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
10.70+ Time Warner Cable Inc. 2011 Stock Incentive Plan (incorporated herein by reference to Annex A to TWC’s Definitive Proxy Statement dated April 6, 2011 and filed with the SEC on April 6, 2011).
10.71+ Amended and Restated Employment Agreement, dated as of December 3, 2025, by and between Charter Communications, Inc. and Christopher L. Winfrey (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on December 5, 2025 (File No. 001-33664)).
10.72+ Employment Agreement between Charter Communications, Inc. and Richard DiGeronimo, dated August 1, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on August 5, 2025 (File No. 001-33664)).
10.73+ Employment Agreement, dated as of January 29, 2025, by and between Charter Communications, Inc. and Jessica Fischer (incorporated by reference to Exhibit 10.72(b) to the Annual Report on Form 10-K of Charter Communications, Inc. filed on January 31, 2025 (File No. 001-33664)).
10.74+ Employment Agreement, dated as of October 6, 2023, by and between Charter Communications, Inc. and Jamal Haughton (incorporated by reference to Exhibit 10.73 to the Annual Report on Form 10-K of Charter Communications, Inc. filed on January 31, 2025 (File No. 001-33664)).
10.75+ Employment Agreement, dated as of January 16, 2026, by and between Charter Communications, Inc. and Adam Ray (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Charter Communications, Inc. filed on January 22, 2026 (File No. 001-33664)).
10.76+ Employment Agreement, dated as of July 23, 2024, by and between Charter Communications, Inc. and Kevin D. Howard (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed by Charter Communications, Inc. on July 26, 2024 (File No. 001-33664)).
10.77 Letter Agreement, dated as of December 23, 2016, between Charter Communications, Inc. and Advance/Newhouse Partnership (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Charter Communications, Inc. filed on December 28, 2016 (File No. 001-33664)).
10.78 Amendment to Letter Agreement, dated as of December 21, 2017, between Charter Communications, Inc. and Advance/Newhouse Partnership (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Charter Communications, Inc. filed on December 22, 2017 (File No. 001-33664)).
E-13
10.79 Amendment to Letter Agreement, dated as of May 16, 2025, by and between Charter Communications, Inc. and Advance/Newhouse Partnership (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 19, 2025 (File No. 001-33664)).
10.80(a) Letter Agreement, dated as of February 23, 2021, between Charter Communications, Inc. and Liberty Broadband Corporation (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Charter Communications, Inc. filed on February 24, 2021 (File No. 001-33664)).
10.80(b) Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement, dated as of November 12, 2024, by and among Charter Communications, Inc., Advance/Newhouse Partnership and Liberty Broadband Corporation (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on November 13, 2024 (File No. 001-33664)).
10.81 Voting Agreement, dated as of November 12, 2024, by and among Charter Communications, Inc., Liberty Broadband Corporation, The John C. Malone 1995 Revocable Trust, The Leslie A. Malone 1995 Revocable Trust, The Malone Family Land Preservation Foundation and the John C. Malone June 2003 Charitable Unitrust (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on November 13, 2024 (File No. 001-33664)).
10.82 Voting Agreement, dated as of November 12, 2024, by and among Charter Communications, Inc., Liberty Broadband Corporation, Gregory B. Maffei, Maven GRAT 1, LLC, Maven 2017-1 GRAT, LLC and the Maffei Foundation (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on November 13, 2024 (File No. 001-33664)).
10.83 Assumption and Joinder Agreement to Tax Sharing Agreement, made and entered into as of November 12, 2024, by and among Charter Communications, Inc., Liberty Broadband Corporation, Grizzly Merger Sub 1, LLC and Qurate Retail, Inc. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Charter Communications, Inc. on November 13, 2024 (File No. 001-33664)).
10.84 Tax Sharing Agreement, dated as of March 9, 2018, by and between GCI Liberty, Inc. and Liberty Interactive Corporation (incorporated by reference to Exhibit 10.1 to GCI Liberty, Inc.’s Current Report on Form 8-K filed on March 14, 2018 (File No. 001-38385)).
10.85 Assumption and Joinder Agreement to Indemnification Agreement, made and entered into as of November 12, 2024, by and among Charter Communications, Inc., Liberty Broadband Corporation, Grizzly Merger Sub 1, LLC, Qurate Retail, Inc., Liberty Interactive LLC and LV Bridge, LLC (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by Charter Communications, Inc. on November 13, 2024 (File No. 001-33664)).
10.86 Indemnification Agreement, dated as of March 9, 2018, by and among GCI Liberty, Inc., Liberty Interactive Corporation, Liberty Interactive LLC and LV Bridge, LLC (incorporated by reference to Exhibit 10.2 to GCI Liberty, Inc.’s Current Report on Form 8-K filed on March 14, 2018 (File No. 001-38385)).
10.87 Voting Agreement, dated as of May 16, 2025, by and among Charter Communications, Inc., Cox Enterprises, Inc. and Liberty Broadband Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 19, 2025 (File No. 001-33664)).
10.88 Voting Agreement, dated as of May 16, 2025, by and among Charter Communications, Inc., Cox Enterprises, Inc. and Advance/Newhouse Partnership (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 19, 2025 (File No. 001-33664)).
10.89 Side Letter, dated as of May 16, 2025, by and among Charter Communications, Inc., Fusion Merger Sub 1, LLC, Fusion Merger Sub 2, Inc. and Liberty Broadband Corporation (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 19, 2025 (File No. 001-33664)).
19.1 Charter Communications, Inc. Securities Trading Policy, effective as of October 2024 (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K of Charter Communications, Inc. filed on January 31, 2025 (File No. 001-33664)).
21.1* Subsidiaries of Charter Communications, Inc.
23.1* Consent of KPMG LLP.
31.1* Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
31.2* Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
32.1* Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
32.2* Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
E-14
97.1 Charter Communications, Inc. Compensation Recovery Policy, effective as of October 1, 2023 (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K of Charter Communications, Inc. filed on February 2, 2024 (File No. 001-33664)).
101 The following financial information from Charter Communications, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on January 30, 2026, formatted in iXBRL (inline eXtensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Changes in Shareholders' Equity; (iv) the Consolidated Statements of Cash Flows; and (vi) the Notes to the Consolidated Financial Statements.
104 Cover page, formatted in iXBRL and contained in Exhibit 101.
_____________
* Filed herewith
+ Management compensatory plan or arrangement
E-15
INDEX TO FINANCIAL STATEMENTS
Page
Audited Financial Statements
Report of Independent Registered Public Accounting Firm
F- 2
Auditor Name: KPMG LLP
Auditor Location: St. Louis, MO
Auditor Firm ID: 185
Consolidated Balance Sheets as of December 31, 2025 and 2024
F- 4
Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023
F- 5
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023
F- 6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
F- 7
Notes to Consolidated Financial Statements
F- 8
F-1
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Charter Communications, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Charter Communications, Inc. and subsidiaries (the Company) as of December 31, 2025 and December 31, 2024, the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and December 31, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated January 29, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Testing of residential and small business revenue
As discussed in Note 14 to the consolidated financial statements, the Company recorded residential and small business revenue of $46.9 billion for the year ended December 31, 2025. This revenue is derived primarily from monthly subscription charges from its internet, video, voice, and mobile services. Revenue is recognized as the services are provided to a customer on a monthly basis. The processing and recording of revenue are reliant upon multiple information technology (IT) systems.
We identified the evaluation of the sufficiency of audit evidence over residential and small business revenue as a critical audit matter. Subjective auditor judgment was required in evaluating the sufficiency of audit evidence over residential and small business revenue due to the volume of data and the number of accounting systems. Specifically, obtaining an understanding of the systems and processes used in the Company’s recognition of residential and small business revenue and evaluating the related internal controls required significant audit effort, including specialized skills and knowledge related to IT.
F-2
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s residential and small business revenue processes. This included manual and automated controls over the IT systems used for the processing and recording of residential and small business revenue. We involved IT professionals with specialized skills and knowledge, who assisted in testing certain IT applications that are used by the Company in its recognition of residential and small business revenue. We performed a software-assisted data analysis to test the relationships among certain revenue transactions during the year. We evaluated the sufficiency of audit evidence obtained by assessing the results of the procedures performed, including the appropriateness of the nature and extent of such evidence.
(signed) KPMG LLP
We have served as the Company’s auditor since 2002.
St. Louis, Missouri
January 29, 2026
F-3
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in millions, except share data)
December 31,
2025 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 477 $ 459
Accounts receivable, less allowance for doubtful accounts of $ 219 and $ 204 , respectively
3,680 3,097
Prepaid expenses and other current assets 987 677
Total current assets 5,144 4,233
INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net of accumulated depreciation of $ 41,514 and $ 39,409 , respectively
46,444 42,913
Customer relationships, net 440 975
Franchises 67,471 67,462
Goodwill 29,710 29,674
Total investment in cable properties, net 144,065 141,024
OTHER NONCURRENT ASSETS 5,004 4,763
Total assets $ 154,213 $ 150,020
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable, accrued and other current liabilities $ 12,556 $ 11,687
Current portion of long-term debt 750 1,799
Total current liabilities 13,306 13,486
LONG-TERM DEBT 94,006 92,134
EQUIPMENT INSTALLMENT PLAN FINANCING FACILITY 1,447 1,072
DEFERRED INCOME TAXES 19,841 18,845
OTHER LONG-TERM LIABILITIES 5,094 4,776
SHAREHOLDERS’ EQUITY:
Class A common stock; $ 0.001 par value; 900 million shares authorized;
126,631,549 and 141,946,426 shares issued and outstanding, respectively
— —
Class B common stock; $ 0.001 par value; 1,000 shares authorized;
1 share issued and outstanding
— —
Preferred stock; $ 0.001 par value; 250 million shares authorized;
no shares issued and outstanding
— —
Additional paid-in capital 21,447 23,337
Accumulated deficit ( 5,393 ) ( 7,750 )
Total Charter shareholders’ equity 16,054 15,587
Noncontrolling interests 4,465 4,120
Total shareholders’ equity 20,519 19,707
Total liabilities and shareholders’ equity $ 154,213 $ 150,020
The accompanying notes are an integral part of these consolidated financial statements.
F-4
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in millions, except per share and share data)
Year Ended December 31,
2025 2024 2023
REVENUES $ 54,774 $ 55,085 $ 54,607
COSTS AND EXPENSES:
Operating costs and expenses (exclusive of items shown separately below)
32,739 33,167 33,405
Depreciation and amortization 8,711 8,673 8,696
Other operating (income) expenses, net 416 127 ( 53 )
41,866 41,967 42,048
Income from operations 12,908 13,118 12,559
OTHER INCOME (EXPENSES):
Interest expense, net
( 5,042 ) ( 5,229 ) ( 5,188 )
Other expenses, net ( 408 ) ( 387 ) ( 517 )
( 5,450 ) ( 5,616 ) ( 5,705 )
Income before income taxes 7,458 7,502 6,854
Income tax expense ( 1,692 ) ( 1,649 ) ( 1,593 )
Consolidated net income 5,766 5,853 5,261
Less: Net income attributable to noncontrolling interests
( 779 ) ( 770 ) ( 704 )
Net income attributable to Charter shareholders $ 4,987 $ 5,083 $ 4,557
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CHARTER SHAREHOLDERS:
Basic
$ 36.90 $ 35.53 $ 30.54
Diluted $ 36.21 $ 34.97 $ 29.99
Weighted average common shares outstanding, basic
135,155,309 143,061,337 149,208,188
Weighted average common shares outstanding, diluted 137,743,676 145,363,771 151,966,313
The accompanying notes are an integral part of these consolidated financial statements.
F-5
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(dollars in millions)
Class A Common Stock Class B Common Stock Additional Paid-in Capital Accumulated Deficit Total Charter Shareholders’ Equity Noncontrolling Interests Total Shareholders’ Equity
BALANCE, December 31, 2022 $ — $ — $ 23,940 $ ( 14,821 ) $ 9,119 $ 3,430 $ 12,549
Consolidated net income — — — 4,557 4,557 704 5,261
Stock compensation expense — — 692 — 692 — 692
Exercise of stock options — — 22 — 22 — 22
Purchases and retirement of treasury stock — — ( 1,246 ) ( 1,996 ) ( 3,242 ) — ( 3,242 )
Purchase of noncontrolling interest, net of tax — — ( 140 ) — ( 140 ) ( 240 ) ( 380 )
Change in noncontrolling interest ownership, net of tax — — 78 — 78 ( 104 ) ( 26 )
Distributions to noncontrolling interest — — — — — ( 158 ) ( 158 )
BALANCE, December 31, 2023 — — 23,346 ( 12,260 ) 11,086 3,632 14,718
Consolidated net income — — — 5,083 5,083 770 5,853
Stock compensation expense — — 651 — 651 — 651
Exercise of stock options — — 32 — 32 — 32
Purchases and retirement of treasury stock, including excise tax — — ( 644 ) ( 573 ) ( 1,217 ) — ( 1,217 )
Purchase of noncontrolling interest, net of tax — — ( 38 ) — ( 38 ) ( 138 ) ( 176 )
Change in noncontrolling interest ownership, net of tax — — ( 10 ) — ( 10 ) 13 3
Distributions to noncontrolling interest — — — — — ( 157 ) ( 157 )
BALANCE, December 31, 2024 — — 23,337 ( 7,750 ) 15,587 4,120 19,707
Consolidated net income — — — 4,987 4,987 779 5,766
Stock compensation expense — — 673 — 673 — 673
Equity issued pursuant to employee stock purchase plan — — 20 — 20 — 20
Exercise of stock options — — 20 — 20 — 20
Purchases and retirement of treasury stock, including excise tax — — ( 2,550 ) ( 2,630 ) ( 5,180 ) — ( 5,180 )
Purchase of noncontrolling interest, net of tax — — ( 75 ) — ( 75 ) ( 273 ) ( 348 )
Change in noncontrolling interest ownership, net of tax — — 22 — 22 ( 29 ) ( 7 )
Distributions to noncontrolling interest — — — — — ( 132 ) ( 132 )
BALANCE, December 31, 2025 $ — $ — $ 21,447 $ ( 5,393 ) $ 16,054 $ 4,465 $ 20,519
The accompanying notes are an integral part of these consolidated financial statements.
F-6
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in millions)
Year Ended December 31,
2025 2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income $ 5,766 $ 5,853 $ 5,261
Adjustments to reconcile consolidated net income to net cash flows from operating activities:
Depreciation and amortization 8,711 8,673 8,696
Stock compensation expense 673 651 692
Noncash interest, net 29 34 20
Deferred income taxes 1,013 ( 87 ) ( 80 )
Other, net 538 354 291
Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
Accounts receivable ( 416 ) ( 129 ) ( 44 )
Prepaid expenses and other assets ( 517 ) ( 609 ) ( 572 )
Accounts payable, accrued liabilities and other 280 ( 310 ) 169
Net cash flows from operating activities 16,077 14,430 14,433
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment ( 11,659 ) ( 11,269 ) ( 11,115 )
Change in accrued expenses related to capital expenditures 586 1,096 172
Other, net ( 547 ) ( 481 ) ( 184 )
Net cash flows from investing activities ( 11,620 ) ( 10,654 ) ( 11,127 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt 15,485 25,893 22,062
Borrowings of equipment installment plan financing facility 375 1,074 —
Repayments of long-term debt ( 14,797 ) ( 29,660 ) ( 21,938 )
Payments for debt issuance costs ( 19 ) ( 56 ) ( 32 )
Purchase of treasury stock ( 5,132 ) ( 1,213 ) ( 3,215 )
Proceeds from exercise of stock options 20 32 22
Purchase of noncontrolling interest ( 373 ) ( 189 ) ( 427 )
Distributions to noncontrolling interest ( 132 ) ( 157 ) ( 158 )
Other, net 208 297 444
Net cash flows from financing activities ( 4,365 ) ( 3,979 ) ( 3,242 )
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 92 ( 203 ) 64
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 506 709 645
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 598 $ 506 $ 709
CASH PAID FOR INTEREST $ 4,983 $ 5,334 $ 5,020
As of December 31, 2025 and 2024, cash, cash equivalents and restricted cash includes $ 121 million and $ 47 million of restricted cash included in prepaid expenses and other current assets in the consolidated balance sheets, respectively.
The accompanying notes are an integral part of these consolidated financial statements.
F-7
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
1. Organization and Basis of Presentation
Organization
Charter Communications, Inc. (together with its controlled subsidiaries, “Charter,” or the “Company”) is a leading broadband connectivity company with services available to homes and small to large businesses through its Spectrum ® brand. Founded in 1993, the Company has evolved from providing cable TV to streaming, and from high-speed Internet to a converged broadband, WiFi and mobile experience. Over the Spectrum Fiber Broadband Network and supported by the Company’s 100% U.S.-based employees, the Company offers Seamless Connectivity and Entertainment with Spectrum Internet ® , Mobile, TV and Voice products.
Charter is a holding company whose principal asset is a controlling equity interest in Charter Communications Holdings, LLC (“Charter Holdings”), an indirect owner of Charter Communications Operating, LLC (“Charter Operating”) under which substantially all of the operations reside.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”).
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant judgments and estimates include capitalization of labor and overhead costs, valuation and impairment of franchise assets and goodwill, and income taxes. Actual results could differ from those estimates. Certain prior period amounts have been reclassified to conform with the 2025 presentation.
Comprehensive income equaled net income attributable to Charter shareholders for the years ended December 31, 2025, 2024 and 2023.
2. Summary of Significant Accounting Policies
Information on other accounting policies and methods that the Company uses in the preparation of its consolidated financial statements are included, where applicable, in their respective footnotes. Below is a discussion of accounting policies and methods used in the Company's consolidated financial statements that are not presented within other footnotes.
Consolidation
The accompanying consolidated financial statements include the accounts of Charter and all entities in which Charter has a controlling interest, including variable interest entities (“VIEs”) where Charter is the primary beneficiary. The Company consolidates based upon evaluation of the Company’s power, through voting rights or similar rights, to direct the activities of another entity that most significantly impact the entity’s economic performance; its obligation to absorb the expected losses of the entity; and its right to receive the expected residual returns of the entity. Charter controls and consolidates Charter Holdings. The noncontrolling interest on the Company’s balance sheet primarily represents Advance/Newhouse Partnership's (“A/N”) minority equity interests in Charter Holdings. See Note 12. All significant intercompany accounts and transactions among consolidated entities have been eliminated in consolidation.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. These investments are carried at cost, which approximates market value.
F-8
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
Valuation of Long-Lived Assets
The Company evaluates the recoverability of long-lived assets (e.g., property, plant and equipment and finite-lived intangible assets) to be held and used when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such events or changes in circumstances could include such factors as impairment of the Company’s indefinite life assets, changes in technological advances, fluctuations in the fair value of such assets, adverse changes in relationships with local franchise authorities, adverse changes in market conditions or a deterioration of current or expected future operating results. If a review indicates that the carrying value of such asset is not recoverable from estimated undiscounted cash flows, the carrying value of such asset is reduced to its estimated fair value. While the Company believes that its estimates of future cash flows are reasonable, different assumptions regarding such cash flows could materially affect its evaluations of asset recoverability. No impairments of long-lived assets held for use were recorded in 2025, 2024 and 2023.
Fair Value Measurements
Accounting guidance establishes a three-level hierarchy for disclosure of fair value measurements, based on the transparency of inputs to the valuation of an asset or liability as of the measurement date, as follows:
• Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
• Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
• Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The Company estimates the fair value of its financial instruments using available market information or other appropriate valuation methodologies. Considerable judgment, however, is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented in the accompanying consolidated financial statements are not necessarily indicative of the amounts the Company would realize in a current market exchange.
The Company’s nonfinancial assets such as equity method investments, franchises, property, plant, and equipment, and other intangible assets are not measured at fair value on a recurring basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence that an impairment may exist. When such impairments are recorded, fair values are generally classified within Level 3 of the valuation hierarchy.
The carrying amounts of cash and cash equivalents, receivables, payables and other current assets and liabilities approximate fair value because of the short maturity of those instruments.
Government Assistance
The Company's government assistance primarily consists of federal subsidies from the Rural Development Opportunity Fund (“RDOF”) and state broadband grants primarily funded by the American Rescue Plan Act of 2021 (“ARPA”) and the Broadband Equity, Access and Deployment (“BEAD”) program. The Company was awarded approximately $ 1.1 billion in federal subsidies in phase I of the RDOF auction to be received monthly over ten years to deploy and operate broadband services to unserved communities to more than one million estimated passings. For accounting purposes, RDOF subsidies are recorded as other revenues since the primary conditions for the receipt of the subsidies are the build out and operation of the broadband network over the ten years. During the years ended December 31, 2025, 2024 and 2023, other revenues included approximately $ 114 million, $ 108 million and $ 116 million of RDOF subsidy revenue, respectively.
The Company has also been awarded broadband grants to construct broadband infrastructure to unserved and underserved communities by various state and local governments. As of December 31, 2025, the Company has been publicly awarded approximately $ 1.7 billion in state grants, of which approximately $ 1.3 billion of these state grants have been formalized into executed agreements. State grants are either a fixed subsidy or variable with a subsidy cap conditioned upon construction. Cash is paid either upon project completion, milestone completion, or in some instances a portion of grant is paid in advance. Prefunded grants are subject to recapture if buildouts are not completed. For accounting purposes state broadband grants are
F-9
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
generally recorded as a reduction to property, plant and equipment using a percentage of completion, since the primary conditions for these grants are to build out the broadband network. During the years ended December 31, 2025, 2024 and 2023, $ 339 million, $ 235 million and $ 70 million of state broadband grants were recorded as a reduction to property, plant and equipment in the consolidated financial statements.
Advertising Costs
Advertising costs associated with marketing the Company’s products and services are generally expensed as costs are incurred.
3. Mergers and Acquisitions
On May 16, 2025, Charter, Charter Holdings, and Cox Enterprises, Inc. (“Cox Enterprises”) entered into a Transaction Agreement (the “Transaction Agreement”) pursuant to which (i) Cox Enterprises will sell and transfer to Charter 100 % of the equity interests of certain subsidiaries of Cox Communications, Inc. (“Cox Communications”) that conduct Cox Communications’ commercial fiber and managed IT and cloud services businesses (the “Equity Sale”), (ii) Cox Enterprises will contribute the equity interests of Cox Communications and certain other assets (other than certain excluded assets) primarily related to Cox Communications’ residential cable business to Charter Holdings (the “Contribution”), and (iii) Cox Enterprises will pay $ 1.00 to Charter (collectively, the “Cox Transactions”). Under the Transaction Agreement, Charter and Cox Enterprises may designate one or more wholly owned subsidiaries to take actions with respect to Charter and Cox Enterprises, respectively.
Pursuant to the Transaction Agreement, at the closing of the Transaction:
• in consideration of the Equity Sale, Charter will pay $ 3.5 billion in cash to Cox Enterprises;
• in consideration of the Contribution, Charter Holdings will (i) pay to Cox Enterprises $ 500 million in cash and (ii) issue to Cox Enterprises convertible preferred units of Charter Holdings with an aggregate liquidation preference of $ 6.0 billion, which will pay a 6.875 % dividend per annum, and approximately 33.6 million Charter Holdings common units. The Charter Holdings convertible preferred units will be convertible into Charter Holdings common units, with an initial conversion price of $ 477.41 , subject to certain adjustments. The Charter Holdings common units will be exchangeable by the holder, in certain circumstances, for cash or, at the election of Charter, Charter Class A common stock on a one-for-one basis, subject to certain adjustments; and
• in consideration of the $ 1.00 payment from Cox Enterprises to Charter, Charter will issue to Cox Enterprises one share of the newly created Charter Class C common stock. The Charter Class C common stock will be equivalent, economically, to the outstanding Charter Class A common stock and the Charter Class B common stock but will have a number of votes per share that reflect the voting power of the Charter Holdings common units and the Charter Holdings convertible preferred units held by Cox Enterprises on an as-converted, as-exchanged basis.
The combined entity will assume Cox Communications’ approximately $ 12.6 billion in outstanding net debt and finance leases (assumed debt is on a pro forma basis contemplating Cox Communications refinancing of debt maturities occurring between signing and closing of the Cox Transactions).
4. Property, Plant and Equipment
Additions to property, plant and equipment are recorded at cost, including all material, labor and certain indirect costs associated with the construction of cable transmission and distribution facilities. While the Company’s capitalization is based on specific activities, once capitalized, costs are tracked on a composite basis by fixed asset category at the cable system level and not on a specific asset basis. For assets that are sold or retired, the estimated historical cost and related accumulated depreciation is removed. Costs associated with the 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 video, Internet or voice services are capitalized. Costs capitalized include materials, direct labor and overhead costs. The Company capitalizes direct labor and overhead using standards developed from actual costs and applicable operational data. The Company calculates 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. Overhead costs are associated with
F-10
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
the activities of the Company’s personnel and consist of compensation and other indirect costs associated with support functions. Indirect costs primarily include employee benefits and payroll taxes, and vehicle and occupancy costs. The costs of disconnecting service and removing customer premise equipment from a dwelling and the costs to reconnect a customer drop or to redeploy previously installed customer premise equipment are charged to operating expense as incurred. Costs for repairs and maintenance are charged to operating expense as incurred, while plant and equipment replacement, including replacement of certain components, betterments, including replacement of cable drops and outlets, are capitalized.
Depreciation is recorded using the straight-line composite method over management’s estimate of the useful lives of the related assets as follows:
Cable distribution systems 6 - 22 years
Customer premise equipment and installations 3 - 8 years
Vehicles and equipment 6 - 19 years
Buildings and improvements 8 - 40 years
Furniture, fixtures and equipment 2 - 10 years
The Company periodically evaluates the estimated useful lives used to depreciate its assets and the estimated amount of assets that will be abandoned or have minimal use in the future. A significant change in assumptions about the extent or timing of future asset retirements, or in the Company’s use of new technology and upgrade programs, could materially affect future depreciation expense. Depreciation expense for the years ended December 31, 2025, 2024 and 2023 was $ 8.1 billion, $ 7.8 billion, and $ 7.6 billion, respectively.
Property, plant and equipment consists of the following as of December 31, 2025 and 2024:
December 31,
2025 2024
Cable distribution systems $ 54,559 $ 49,211
Customer premise equipment and installations 17,129 17,270
Vehicles and equipment 2,408 2,251
Buildings and improvements 6,077 5,966
Furniture, fixtures and equipment 7,785 7,624
87,958 82,322
Less: accumulated depreciation ( 41,514 ) ( 39,409 )
$ 46,444 $ 42,913
Certain of the Company’s franchise agreements and leases contain provisions requiring the Company to restore facilities or remove equipment in the event that the franchise or lease agreement is not renewed. The Company expects to continually renew its franchise agreements and therefore cannot reasonably estimate any liabilities associated with such agreements. A remote possibility exists that franchise agreements could be terminated unexpectedly, which could result in the Company incurring significant expense in complying with restoration or removal provisions. The Company does not have any significant liabilities related to asset retirements recorded in its consolidated financial statements.
5. Franchises, Goodwill and Other Intangible Assets
Franchise rights represent the value attributed to agreements or authorizations with local and state authorities that allow access to homes in cable service areas. For valuation purposes, they are defined as the future economic benefits of the right to solicit and service potential customers (customer marketing rights), and the right to deploy and market new services to potential customers (service marketing rights).
Management estimates the fair value of franchise rights at the date of acquisition and determines if the franchise has a finite life or an indefinite life. The Company has concluded that all of its franchises qualify for indefinite life treatment given that there are no legal, regulatory, contractual, competitive, economic or other factors which limit the period over which these rights will
F-11
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
contribute to the Company's cash flows. The Company reassesses this determination periodically or whenever events or substantive changes in circumstances occur.
All franchises are tested for impairment annually or more frequently as warranted by events or changes in circumstances. Franchises are aggregated into essentially inseparable units of accounting to conduct valuations. The franchise units of accounting are geographical clustering of cable systems into groups representing the highest and best use if sold to market participants. The Company performed a quantitative impairment analysis as of October 31, 2025 utilizing a multi-period excess earnings method, a discounted cash flow income approach which isolates discrete cash flows attributable to the franchise intangibles from the business enterprise cash flows. The income approach incorporated updated projections of the business enterprise cash flows, allocations of cash flows attributable to franchise intangibles, and current market assumptions for growth rates and discount rates. Based on the Company’s quantitative analysis, the Company concluded that the fair value of the franchises in each unit of accounting exceeds the carrying value of such assets.
Goodwill is also tested for impairment annually or more frequently as warranted by events or changes in circumstances. The Company has determined that it has one reporting unit for purposes of the assessment of goodwill impairment. As with the Company’s franchise impairment testing, the Company elected to perform a quantitative goodwill impairment analysis as of October 31, 2025. The Company changed the annual goodwill impairment test date to October 31 from the November 30 date used in the prior year’s qualitative assessment to allow for sufficient time to complete the quantitative analysis in conjunction with the year-end financial reporting process. The quantitative analysis considers whether the carrying amount of a reporting unit exceeds its fair value of the reporting unit, in which case an impairment charge is recorded to the extent the reporting unit’s carrying value exceeds its fair value. As a result of that assessment, the Company concluded that goodwill is not impaired.
Customer relationships are recorded at fair value as of the date acquired less accumulated amortization. Customer relationships are amortized on an accelerated sum of years’ digits method over useful lives of 10 - 15 years based on the period over which current customers are expected to generate cash flows. The Company periodically evaluates the remaining useful lives of its customer relationships to determine whether events or circumstances warrant revision to the remaining periods of amortization. Customer relationships are evaluated for impairment upon the occurrence of events or changes in circumstances indicating that the carrying amount of an asset may not be recoverable. Customer relationships are deemed impaired when the carrying value exceeds the projected undiscounted future cash flows associated with the customer relationships. No impairment of customer relationships was recorded in the years ended December 31, 2025, 2024 or 2023.
The Company owns approximately $ 464 million of Citizens Broadband Radio Service ("CBRS") priority access licenses. The wireless spectrum licenses are considered indefinite life intangible assets recorded in other noncurrent assets on the Company's consolidated balance sheets. The Company elected to perform a qualitative impairment assessment in 2025 and concluded that its CBRS priority access licenses are not impaired.
F-12
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
As of December 31, 2025 and 2024, indefinite-lived and finite-lived intangible assets are presented in the following table:
December 31,
2025 2024
Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Indefinite-lived intangible assets:
Franchises $ 67,471 $ — $ 67,471 $ 67,462 $ — $ 67,462
Goodwill 29,710 — 29,710 29,674 — 29,674
Wireless spectrum licenses 464 — 464 464 — 464
Trademarks 159 — 159 159 — 159
$ 97,804 $ — $ 97,804 $ 97,759 $ — $ 97,759
Finite-lived intangible assets:
Customer relationships $ 18,315 $ ( 17,875 ) $ 440 $ 18,294 $ ( 17,319 ) $ 975
Other intangible assets 277 ( 234 ) 43 453 ( 320 ) 133
$ 18,592 $ ( 18,109 ) $ 483 $ 18,747 $ ( 17,639 ) $ 1,108
Amortization expense related to customer relationships and other intangible assets for the years ended December 31, 2025, 2024 and 2023 was $ 585 million, $ 838 million and $ 1.1 billion, respectively.
The Company expects amortization expense on its finite-lived intangible assets will be as follows.
2026 $ 330
2027 100
2028 17
2029 14
2030 8
Thereafter 14
$ 483
Actual amortization expense in future periods could differ from these estimates as a result of new intangible asset acquisitions or divestitures, changes in useful lives, impairments, adoption of new accounting standards and other relevant factors.
6. Investments
Investments are accounted for under the equity method of accounting or as equity securities, all of which are recorded in other noncurrent assets in the consolidated balance sheets as of December 31, 2025 and 2024. The Company applies the equity method to investments when it has the ability to exercise significant influence over the operating and financial policies of the investee. The Company’s share of the investee’s earnings (losses) is included in other expenses, net in the consolidated statements of operations. The Company monitors its investments for indicators that a decrease in investment value has occurred that is other-than-temporary. If it has been determined that an investment has sustained an other-than-temporary decline in value, the investment is written down to fair value with a charge to earnings. Investments acquired are measured at fair value utilizing the acquisition method of accounting. The difference between the fair value and the amount of underlying equity in net assets for most equity method investments is due to unrecognized intangible assets at the investee. These amounts are
F-13
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
amortized as a component of equity earnings (losses), recorded within other expenses, net over the estimated useful life of the asset.
Investments consisted of the following as of December 31, 2025 and 2024:
December 31,
2025 2024
Equity method investments $ 503 $ 376
Other investments 94 142
Total investments $ 597 $ 518
Equity method investments primarily includes the Company's 50/50 joint venture with Comcast Corporation ("Comcast") in Xumo Services, LLC ("Xumo"), a next generation streaming platform.
The Company's equity method investments balances reflected in the table above includes differences between the acquisition date fair value of certain investments acquired and the underlying equity in the net assets of the investee, referred to as a basis difference. This basis difference is amortized as a component of equity earnings. The remaining unamortized basis difference was $ 145 million and $ 240 million as of December 31, 2025 and 2024, respectively.
For the years ended December 31, 2025, 2024 and 2023, net losses from investments were $ 357 million, $ 331 million and $ 343 million, respectively, which were recorded in other expenses, net in the consolidated statements of operations. Losses on equity investments, net for years ended December 31, 2025, 2024 and 2023 are primarily related to our joint venture in Xumo.
7. Accounts Payable, Accrued and Other Current Liabilities
Accounts payable, accrued and other current liabilities consist of the following as of December 31, 2025 and 2024:
December 31,
2025 2024
Accounts payable – trade $ 1,034 $ 880
Deferred revenue 422 456
Accrued and other current liabilities:
Programming costs 1,575 1,576
Labor 1,365 1,365
Capital expenditures 3,296 2,906
Interest 1,259 1,208
Taxes and regulatory fees 521 649
Short-term borrowings 918 758
Other 2,166 1,889
$ 12,556 $ 11,687
Under a supply chain finance (“SCF”) program, the Company has agreements with third parties that allow its participating vendors to finance payment obligations from the Company with designated third-party financial institutions who act as its paying agent. The Company has generally extended its payment terms with vendors. A participating vendor may request a participating financial institution to finance one or more of the Company's payment obligations to such vendor prior to the scheduled due date thereof at a discounted price. The Company is not required to provide collateral to the financial institutions. The Company's obligations to participating vendors, including amounts due and scheduled payment dates, are not impacted by the vendors’ decisions to finance amounts due under these financing arrangements. Cash outflows to the financial institutions are classified as cash flows from operating and investing activities.
F-14
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
A rollforward of the Company's outstanding payment obligations to participating vendors under its SCF program is summarized as follows for the years ended December 31, 2025 and 2024 and are included in accounts payable - trade and accrued capital expenditures in the table above:
Year Ended December 31,
2025 2024
Balance, beginning of period $ 576 $ —
Obligations confirmed during the year 2,881 1,454
Obligations paid during the year ( 2,722 ) ( 878 )
Balance, end of period $ 735 $ 576
Under a deferred payment program, the Company has agreements with third parties to pay certain invoices when due, and the Company pays the third parties at a later date, the invoice amount plus interest. Cash outflows to the financial institutions are classified as cash flows from financing activities.
A rollforward of the Company's outstanding payment obligations to participating vendors under its deferred payment program is summarized as follows for the years ended December 31, 2025 and 2024 and are included in short-term borrowings in the table above:
Year Ended December 31,
2025 2024
Balance, beginning of period $ 758 $ 425
Obligations confirmed during the year 2,159 1,795
Obligations paid during the year ( 1,999 ) ( 1,462 )
Balance, end of period $ 918 $ 758
8. Leases
The primary leased asset classes of the Company include real estate, dark fiber, colocation facilities and other equipment. The lease agreements include both lease and non-lease components, which the Company accounts for separately depending on the election made for each leased asset class. For real estate and dark fiber leased asset classes, the Company accounts for lease and non-lease components as a single lease component and includes all fixed payments in the measurement of lease liabilities and lease assets. For colocation facilities leased asset class, the Company accounts for lease and non-lease components separately including only the fixed lease payment component in the measurement of lease liabilities and lease assets.
Lease assets and lease liabilities are initially recognized based on the present value of the future lease payments over the expected lease term. As for most leases the implicit rate is not readily determinable, the Company uses a discount rate in determining the present value of future payments based on the yield-to-maturity of the Company’s secured publicly traded United States dollars denominated debt instruments interpolating the duration of the debt to the term of the executed lease.
The Company’s leases have base rent periods and some with optional renewal periods. Leases with base rent periods of less than 12 months are not recorded on the balance sheet. For purposes of measurement of lease liabilities, the expected lease terms may include renewal options when it is reasonably certain that the Company will exercise such options.
Operating lease expenses were $ 538 million, $ 516 million and $ 506 million for the years ended December 31, 2025, 2024 and 2023, respectively, inclusive of both short-term lease costs and variable lease costs that were not included in the measurement of operating lease liabilities.
Cash paid for amounts included in the measurement of operating lease liabilities, recorded as operating cash flows in the statements of cash flows, were $ 376 million, $ 378 million and $ 369 million for the years ended December 31, 2025, 2024 and
F-15
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
2023, respectively. Operating lease right-of-use assets obtained in exchange for operating lease obligations were $ 344 million, $ 274 million and $ 335 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Supplemental balance sheet information related to leases is as follows.
December 31,
2025 2024
Operating lease right-of-use assets:
Included within other noncurrent assets
$ 1,281 $ 1,244
Operating lease liabilities:
Current portion included within accounts payable, accrued and other current liabilities
$ 275 $ 278
Long-term portion included within other long-term liabilities
1,167 1,135
$ 1,442 $ 1,413
Weighted average remaining lease term for operating leases 5.6 years 5.6 years
Weighted average discount rate for operating leases 5.4 % 5.1 %
Maturities of operating lease liabilities as of December 31, 2025 are as follows.
2026 $ 371
2027 347
2028 297
2029 228
2030 163
Thereafter 316
Undiscounted lease cash flow commitments
1,722
Reconciling impact from discounting ( 280 )
Lease liabilities on consolidated balance sheet as of December 31, 2025
$ 1,442
9. Total Debt
A summary of our debt as of December 31, 2025 and 2024 is as follows:
December 31, 2025 December 31, 2024
Principal Amount Carrying Value Fair Value Weighted Average Interest Rate Principal Amount Carrying Value Fair Value Weighted Average Interest Rate
Senior unsecured notes $ 27,250 $ 27,197 $ 25,634 4.9 % $ 27,250 $ 27,182 $ 24,881 4.9 %
Senior secured notes and debentures (a)
55,418 55,658 48,030 5.1 % 56,195 56,475 47,896 5.1 %
Credit facilities (b)
11,949 11,901 11,803 5.6 % 10,334 10,276 10,079 6.3 %
Total debt $ 94,617 $ 94,756 $ 85,467 5.1 % $ 93,779 $ 93,933 $ 82,856 5.2 %
(a) Includes the Company's £ 625 million aggregate principal amount of fixed-rate British pound sterling denominated notes (the “Sterling Notes”) (remeasured at $ 842 million and $ 782 million as of December 31, 2025 and 2024, respectively, using the exchange rate at the respective dates) and the Company's £ 650 million aggregate principal amount of Sterling Notes (remeasured at $ 876 million and $ 813 million as of December 31, 2025 and 2024, respectively, using the exchange rate at the respective dates).
F-16
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
(b) The Company had availability under the Charter Operating credit facilities of approximately $ 4.4 billion as of December 31, 2025.
The estimated fair value of the Company’s senior unsecured and secured notes and debentures as of December 31, 2025 and 2024 is based on quoted market prices in active markets and is classified within Level 1 of the valuation hierarchy, while the estimated fair value of the Company’s credit facilities is based on quoted market prices in inactive markets and is classified within Level 2.
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. The net proceeds were used for general corporate purposes, including to repay certain indebtedness, including Charter Operating’s 6.150 % senior secured notes due 2026, to fund potential buybacks of Charter Class A common stock and Charter Holdings common units, and to pay related fees and expenses. The transactions resulted in a loss on extinguishment of debt of approximately $ 28 million during the year ended December 31, 2025 recorded in other expenses, net in the consolidated statement of operations.
In January 2026, CCO Holdings and CCO Holdings Capital Corp. jointly issued $ 1.75 billion aggregate principal amount of 7.000 % senior notes due February 2033 at par and $ 1.25 billion aggregate principal amount of 7.375 % senior notes due February 2036 at par. The net proceeds will be used for general corporate purposes, including to repay certain indebtedness, including the call of $ 750 million of CCO Holdings 5.500 % senior notes due 2026 and the partial call of $ 2.25 billion of CCO Holdings 5.125 % senior notes due 2027.
CCO Holdings Notes
The CCO Holdings notes are senior debt obligations of CCO Holdings and CCO Holdings Capital Corp. and rank equally with all other current and future unsecured, unsubordinated obligations of CCO Holdings and CCO Holdings Capital Corp. They are structurally subordinated to all obligations of subsidiaries of CCO Holdings.
CCO Holdings may redeem some or all of the CCO Holdings notes at any time at a premium. The optional redemption price declines to 100 % of the respective series’ principal amount, plus accrued and unpaid interest, if any, on or after varying dates in 2026 through 2034.
In addition, at any time prior to varying dates in 2026 to 2029, CCO Holdings may redeem up to 40 % of the aggregate principal amount of certain notes at a premium plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more equity offerings (as defined in the indenture); provided that certain conditions are met. In the event of specified change of control events, CCO Holdings must offer to purchase the outstanding CCO Holdings notes from the holders at a purchase price equal to 101 % of the total principal amount of the notes, plus any accrued and unpaid interest.
The indentures governing the CCO Holdings notes contain certain covenants that restrict the ability of CCO Holdings, CCO Holdings Capital Corp. and all of their restricted subsidiaries 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).
The above limitations in certain circumstances regarding incurrence of debt, payment of dividends and making investments contained in the indentures of CCO Holdings permit CCO Holdings and its restricted subsidiaries to perform the above, so long as, after giving pro forma effect to the above, the leverage ratio would be below a specified level for the issuer. The maximum total leverage ratio under the indentures is 6.0 to 1.0 . The leverage ratio was 4.0 as of December 31, 2025.
F-17
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
Charter Operating Notes
The Charter Operating notes are guaranteed by CCO Holdings and substantially all of the subsidiaries of Charter Operating. In addition, the Charter Operating notes are secured by a perfected first priority security interest in substantially all of the assets of Charter Operating and substantially all of its subsidiaries to the extent such liens can be perfected under the Uniform Commercial Code by the filing of a financing statement and the liens rank equally with the liens on the collateral securing obligations under the Charter Operating credit facilities. Charter Operating may redeem some or all of the Charter Operating notes, prior to their respective par call dates, at any time at a premium.
The Charter Operating notes are subject to the terms and conditions of the indentures governing the Charter Operating notes. The Charter Operating notes indentures contain customary representations and warranties and affirmative covenants with customary negative covenants, including restrictions on the ability of Charter Operating or any of its material subsidiaries to incur liens securing indebtedness for borrowed money and on the ability of Charter Operating to consolidate, merge or convey or transfer substantially all of their assets. The Charter Operating indentures also contain customary events of default.
Charter Operating Credit Facilities
The Charter Operating credit facilities have an outstanding principal amount of $ 11.9 billion at December 31, 2025 as follows:
• Term A-6 Loan with a remaining principal amount of approximately $ 413 million, which is repayable in quarterly installments and aggregating $ 25 million in each loan year, with the remaining balance due at final maturity on August 31, 2028. Pricing on Term A-6 Loan is Secured Overnight Financing Rate (“SOFR”) plus 1.50 %;
• Term A-7 Loan with a remaining principal amount of approximately $ 4.3 billion, which is repayable in quarterly installments and aggregating $ 227 million in each loan year, with the remaining balance due at final maturity on March 15, 2030. Pricing on Term A-7 Loan is SOFR plus 1.25 %;
• Term B-3 Loan with a remaining principal amount of approximately $ 729 million, which is repayable in equal quarterly installments and aggregating $ 8 million in each loan year, with the remaining balance due at final maturity on March 31, 2030. Pricing on Term B-3 Loan is SOFR plus 2.25 %;
• Term B-4 Loan with a remaining principal amount of approximately $ 2.0 billion, which is repayable in equal quarterly installments and aggregating $ 20 million in each loan year, with the remaining balance due at final maturity on December 7, 2030. Pricing on Term B-4 Loan is SOFR plus 2.00 %;
• Term B-5 Loan with a remaining principal amount of approximately $ 2.5 billion, which is repayable in equal quarterly installments and aggregating $ 25 million in each loan year, with the remaining balance due at final maturity on December 15, 2031. Pricing on Term B-5 Loan is SOFR plus 2.25 %;
• a Revolving Loan B allowing for borrowings of up to approximately $ 960 million maturing on August 31, 2027; and
• a Revolving Loan C with an outstanding balance of $ 2.1 billion and allowing for borrowings of up to $ 5.5 billion maturing on March 15, 2030.
Pricing on the revolving loans is SOFR plus 1.25 % with a commitment fee based on Charter's corporate family rating and not to exceed 0.20 %. As of December 31, 2025, $ 26 million of the revolving loans were utilized to collateralize a like principal amount of letters of credit out of $ 364 million of letters of credit issued on the Company’s behalf. Amounts outstanding under the Charter Operating credit facilities bear interest, at Charter Operating’s election, at a base rate, SOFR, as defined, plus an applicable margin. SOFR was 3.7 % and 4.3 % as of December 31, 2025 and 2024, respectively.
The Charter Operating credit facilities also allow us to enter into incremental term loans in the future, with amortization as set forth in the notices establishing such term loans. Although the Charter Operating credit facilities allow for the incurrence of a certain amount of incremental term loans subject to pro forma compliance with its financial maintenance covenants, no assurance can be given that the Company could obtain additional incremental term loans in the future if Charter Operating sought to do so or what amount of incremental term loans would be allowable at any given time under the terms of the Charter Operating credit facilities.
The obligations of Charter Operating under the Charter Operating credit facilities are guaranteed by CCO Holdings and substantially all of the subsidiaries of Charter Operating. The obligations are also secured by (i) a lien on substantially all of the assets of Charter Operating and substantially all of its subsidiaries, to the extent such lien can be perfected under the Uniform
F-18
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
Commercial Code by the filing of a financing statement, and (ii) a pledge of the equity interests directly or indirectly owned by Charter Operating in substantially all of its subsidiaries, as well as intercompany obligations owing to it and the guarantor subsidiaries by any of their affiliates.
The Charter Operating credit facilities contain representations and warranties, and customary affirmative and negative covenants, including restrictions on the ability of Charter Operating or any of its subsidiaries to incur liens securing indebtedness for borrowed money and on the ability of Charter Operating to consolidate, merge or convey or transfer substantially all of its assets. The financial covenants measure performance against standards set for leverage to be tested as of the end of each quarter. The Charter Operating credit facilities also contain customary events of default and the right to cure with respect to any defaults or events of default.
At December 31, 2025, Charter Operating had a consolidated leverage ratio of approximately 2.8 and a consolidated first lien leverage ratio of 2.8 . Both ratios are in compliance with the ratios required by the Charter Operating credit facilities of 5.0 to 1.0 consolidated leverage ratio and 4.0 to 1.0 consolidated first lien leverage ratio. A failure by Charter Operating to maintain the financial covenants would result in an event of default under the Charter Operating credit facilities and the debt of CCO Holdings.
Time Warner Cable, LLC Notes and Debentures
The Time Warner Cable, LLC ("TWC, LLC") senior notes and debentures are guaranteed by CCO Holdings, Charter Operating and substantially all of the subsidiaries of Charter Operating (other than TWC, LLC) and rank equally with the liens on the collateral securing obligations under the Charter Operating notes and credit facilities. Interest on each series of TWC, LLC senior notes and debentures is payable semi-annually (with the exception of the Sterling Notes, which is payable annually) in arrears.
The TWC, LLC indentures contain customary covenants relating to restrictions on the ability of TWC, LLC or any of its material subsidiaries to incur liens securing indebtedness for borrowed money and on the ability of TWC, LLC and Time Warner Cable Enterprises LLC ("TWCE") to consolidate, merge or convey or transfer substantially all of their assets. The TWC, LLC indentures also contain customary events of default.
The TWC, LLC senior notes and debentures may be redeemed in whole or in part at any time at TWC, LLC’s option at a redemption price equal to the greater of (i) all of the applicable principal amount being redeemed and (ii) the sum of the present values of the remaining scheduled payments on the applicable TWC, LLC senior notes and debentures discounted to the redemption date on a semi-annual basis (with the exception of the Sterling Notes, which are on an annual basis), at a comparable government bond rate plus a designated number of basis points as further described in the indenture and the applicable note or debenture, plus, in each case, accrued but unpaid interest to, but not including, the redemption date.
The Company may offer to redeem all, but not less than all, of the Sterling Notes in the event of certain changes in the tax laws of the U.S. (or any taxing authority in the U.S.). This redemption would be at a redemption price equal to 100 % of the principal amount, together with accrued and unpaid interest on the Sterling Notes to, but not including, the redemption date.
TWCE Debentures
The TWCE senior debentures are guaranteed by CCO Holdings, Charter Operating, and substantially all of the subsidiaries of Charter Operating (other than TWCE) and rank equally with the liens on the collateral securing obligations under the Charter Operating notes and credit facilities. Interest on each series of TWCE senior debentures is payable semi-annually in arrears. The TWCE senior debentures are not redeemable before maturity.
The TWCE indentures contain customary covenants relating to restrictions on the ability of TWC, LLC, TWCE or any of its subsidiaries to incur liens securing indebtedness for borrowed money and on the ability of TWC, LLC and TWCE to consolidate, merge or convey or transfer substantially all of their assets. The TWCE indentures also contain customary events of default.
F-19
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
Limitations on Distributions
Distributions by the Company’s subsidiaries to a parent company for payment of principal on parent company notes are restricted under the CCO Holdings indentures discussed above, unless there is no default under the applicable indenture, and unless CCO Holdings’ leverage ratio test is met at the time of such distribution. As of December 31, 2025, there was no default under any of these indentures and CCO Holdings met its applicable leverage ratio tests based on December 31, 2025 financial results. There can be no assurance that CCO Holdings will satisfy these tests at the time of the contemplated distribution.
In addition to the limitation on distributions under the various indentures, distributions by the Company’s subsidiaries may be limited by applicable law, including the Delaware Limited Liability Company Act, under which the Company’s subsidiaries may make distributions if they have “surplus” as defined in the act.
Liquidity and Future Principal and Interest Payments
The Company continues to have significant amounts of debt, and its business requires significant cash to fund principal and interest payments on its debt, capital expenditures and ongoing operations. As set forth below, the Company has significant future principal and interest payments. The Company continues to monitor the capital markets, and it expects to undertake refinancing transactions and utilize free cash flow and cash on hand to further extend or reduce the maturities of its principal obligations. The timing and terms of any refinancing transactions will be subject to market conditions.
Interest payments on variable debt are estimated using amounts outstanding at December 31, 2025 and the average implied forward SOFR rates applicable for the quarter during the interest rate reset based on the yield curve in effect at December 31, 2025. Actual interest payments will differ based on actual SOFR rates and actual amounts outstanding for applicable periods. Based upon outstanding indebtedness as of December 31, 2025, the amortization of term loans, and the maturity dates for all senior and subordinated notes, total future principal and interest payments on the total borrowings under all debt agreements are as follows.
Principal Interest
2026 $ 1,055 $ 4,817
2027 3,555 4,646
2028 5,392 4,456
2029 7,279 4,212
2030 13,868 3,659
Thereafter 63,468 36,628
$ 94,617 $ 58,418
10. Equipment Installment Plan Financing Facility
CCO EIP Financing, LLC (the “SPV Borrower”), a bankruptcy remote special purpose vehicle and consolidated subsidiary of the Company, is the borrower of a senior secured revolving credit facility to finance the purchase of equipment installment plan receivables (“EIP Receivables”) with a number of financial institutions (the “EIP Financing Facility”).
The revolving credit facility under the EIP Financing Facility bears interest on the outstanding borrowings based on lenders’ cost of funds plus an applicable margin and was 5.14 % and 5.78 % as of December 31, 2025 and 2024, respectively. In November 2025, the revolving credit facility under the EIP Financing Facility was amended to extend the maturity date and increase borrowing capacity to $ 2.0 billion, among other amendments. The EIP Financing Facility has a final maturity date of November 3, 2029, comprised of a twelve-month revolving loan period subject to renewal, and if not renewed, cash flows on EIP Receivables are applied to amortize the loan which may occur over a period of up to three years. As of December 31, 2025 and 2024, the carrying value of the EIP Financing Facility was $ 1.4 billion and $ 1.1 billion, respectively, and is included in the Company’s consolidated balance sheets.
F-20
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
The SPV Borrower’s sole business consists of the purchase or acceptance through capital contributions of the EIP Receivables from Spectrum Mobile Equipment, LLC, (the sole direct parent entity of SPV Borrower that originates the EIP Receivables) and the subsequent retransfer of or granting of a security interest in such EIP Receivables to the administrative agent under the EIP Financing Facility. The SPV Borrower is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of the SPV Borrower’s assets prior to any assets or value in the SPV Borrower becoming available to the SPV Borrower’s equity holders, and the assets of the SPV Borrower are not available to pay creditors of any other affiliate of the Company.
The EIP Financing Facility is accounted for on a consolidated basis as a secured borrowing. As of December 31, 2025 and 2024, pledged EIP Receivables with an unpaid principal balance of $ 2.2 billion and $ 1.6 billion, respectively, included in accounts receivable, net and other noncurrent assets, and restricted cash of $ 121 million and $ 47 million, respectively, included in prepaid expenses and other current assets, are held by the SPV Borrower and reflected in the Company’s consolidated balance sheets. Receipts from mobile customers related to the underlying EIP Receivables are reflected as cash flows from operating activities and borrowings and repayments under the EIP Financing Facility are reflected as cash flows from financing activities in the Company’s consolidated statements of cash flows.
11. Common Stock
Charter’s Class A common stock and Class B common stock are identical except with respect to certain voting, transfer and conversion rights. Holders of Class A common stock are entitled to one vote per share. Charter’s Class B common stock represents the share issued to A/N. One share of Charter’s Class B common stock has a number of votes reflecting the voting power of the Charter Holdings common units held by A/N as of the applicable record date on an as-exchanged basis, and is generally intended to reflect A/N’s economic interests in Charter Holdings.
The following table summarizes our shares outstanding for the three years ended December 31, 2025:
Class A Common Stock Class B Common Stock
BALANCE, December 31, 2022 152,651,396 1
Exercise of stock options 563,297 —
Restricted stock issuances, net of cancellations 10,609 —
Restricted stock unit vesting 358,290 —
Purchase of treasury stock ( 8,358,134 ) —
BALANCE, December 31, 2023 145,225,458 1
Exercise of stock options 373,278 —
Restricted stock issuances, net of cancellations 13,353 —
Restricted stock unit vesting 368,906 —
Purchase of treasury stock ( 4,034,569 ) —
BALANCE, December 31, 2024 141,946,426 1
Exercise of stock options 344,375 —
Restricted stock issuances, net of cancellations 11,539 —
Restricted stock unit vesting 771,135 —
Stock issuances pursuant to employee stock purchase plan (see Note 21) 98,631 —
Purchase of treasury stock ( 16,540,557 ) —
BALANCE, December 31, 2025 126,631,549 1
F-21
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
Share Repurchases
The following represents the Company's purchase of Charter Class A common stock and the effect on the consolidated statements of cash flows during the years ended December 31, 2025, 2024 and 2023.
Year Ended December 31,
2025 2024 2023
Shares $ Shares $ Shares $
Share buybacks 16,067,725 $ 5,033 3,709,465 $ 1,157 7,879,962 $ 3,127
Income tax withholding 291,765 99 157,480 56 220,281 88
Exercise cost 181,067 — 167,624 — 257,891 —
16,540,557 $ 5,132 4,034,569 $ 1,213 8,358,134 $ 3,215
Share buybacks above include shares of Charter Class A common stock purchased from Liberty Broadband Corporation (“Liberty Broadband”) as follows (see Note 19).
Year Ended December 31,
2025 2024 2023
Number of shares purchased 3,757,599 980,558 950,721
Amount of shares purchased $ 1,200 $ 335 $ 394
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. The Company also withholds shares of its Class A common stock in payment of income tax withholding owed by employees upon vesting of equity awards as well as exercise costs owed by employees upon exercise of stock options.
At the end of each fiscal year, the Board of Directors of Charter approves the retirement of the then currently outstanding treasury stock and those shares were retired as of December 31, 2025 and 2024. The Company accounts for treasury stock using the cost method and includes treasury stock as a component of total shareholders’ equity. Upon retirement, these treasury shares are allocated between additional paid-in capital and accumulated deficit based on the cost of original issue included in additional paid-in capital.
12. Noncontrolling Interests
Noncontrolling interests represents consolidated subsidiaries of which the Company owns less than 100 %. The Company is a holding company whose principal asset is a controlling equity interest in Charter Holdings, the indirect owner of the Company’s cable systems. Noncontrolling interests on the Company’s balance sheet primarily includes A/N’s equity interests in Charter Holdings, which is comprised of a common ownership interest.
As of December 31, 2025, A/N held 15.5 million Charter Holdings common units which are exchangeable at any time into either Charter Class A common stock on a one-for-one basis, or, at Charter’s option, cash, based on the then current market price of Charter Class A common stock. Net income of Charter Holdings attributable to A/N’s common noncontrolling interest for financial reporting purposes is based on the weighted average effective common ownership interest of approximately 11 % for the year ended December 31, 2025 and 10 % for both years ended December 31, 2024 and 2023 and was $ 778 million, $ 767 million and $ 702 million for the years ended December 31, 2025, 2024 and 2023, respectively. Charter Holdings is required to make quarterly cash tax distributions (with annual true-ups) on a pro rata basis to its partners based on the partner with the highest proportionate cash tax requirement. Charter Holdings distributed $ 130 million, $ 155 million and $ 156 million to A/N as a pro rata tax distribution on its common units during the years ended December 31, 2025, 2024 and 2023, respectively.
F-22
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
The following table represents Charter Holdings' purchase of Charter Holdings common units from A/N (see Note 19) and the effect on total shareholders' equity during the years ended December 31, 2025, 2024 and 2023.
Year Ended December 31,
2025 2024 2023
Number of units purchased 996,296 589,319 1,079,322
Purchase of noncontrolling interest $ 373 $ 189 $ 427
Carrying value of noncontrolling interest purchased $ ( 273 ) $ ( 138 ) $ ( 240 )
Excess purchased recorded to additional paid-in-capital, net of tax $ ( 75 ) $ ( 38 ) $ ( 140 )
Total shareholders' equity was also adjusted during the years ended December 31, 2025, 2024 and 2023 due to changes in Charter Holdings' ownership as follows.
Year Ended December 31,
2025 2024 2023
Increase (decrease) in noncontrolling interest $ ( 29 ) $ 13 $ ( 104 )
Increase (decrease) in additional paid-in-capital, net of tax $ 22 $ ( 10 ) $ 78
13. Accounting for Derivative Instruments and Hedging Activities
Cross-currency derivative instruments are used to manage foreign exchange risk on the Sterling Notes by effectively converting £ 1.275 billion aggregate principal amount of fixed-rate British pound sterling denominated debt, including annual interest payments and the payment of principal at maturity, to fixed-rate U.S. dollar denominated debt. The cross-currency swaps have maturities of June 2031 and July 2042.
The Company’s derivative instruments are not designated as hedges and are marked to fair value each period, with the impact recorded as a gain or loss on financial instruments in the consolidated statements of operations in other expenses, net. While these derivative instruments are not designated as hedges for accounting purposes, management continues to believe such instruments are closely correlated with the respective debt, thus managing associated risk. The fair value of the Company's cross-currency derivatives, which are classified within Level 2 of the valuation hierarchy, was $ 406 million and $ 504 million and is included in other long-term liabilities on its consolidated balance sheets as of December 31, 2025 and 2024, respectively.
The effect of financial instruments are recorded in other expenses, net in the consolidated statements of operations and consisted of the following.
Year Ended December 31,
2025 2024 2023
Change in fair value of cross-currency derivative instruments $ 96 $ ( 64 ) $ 130
Foreign currency remeasurement of Sterling Notes to U.S. dollars ( 123 ) 30 ( 85 )
Gain (loss) on financial instruments, net $ ( 27 ) $ ( 34 ) $ 45
F-23
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
14. Revenues
The Company’s revenues by product line are as follows:
Year Ended December 31,
2025 2024 2023
Internet $ 23,765 $ 23,360 $ 23,032
Mobile service 3,762 3,083 2,243
Connectivity 27,527 26,443 25,275
Video 13,703 15,129 16,353
Voice 1,350 1,437 1,510
Residential revenue 42,580 43,009 43,138
Small business 4,346 4,376 4,355
Mid-market & large business 2,969 2,878 2,767
Commercial revenue 7,315 7,254 7,122
Advertising sales 1,468 1,780 1,551
Other 3,411 3,042 2,796
$ 54,774 $ 55,085 $ 54,607
Residential Services
Residential customers are offered Internet, mobile, video and voice services primarily on a subscription basis. Mobile services are sold under unlimited data plans or by-the-gig data usage plans. The Company often provides multiple services to a customer. The transaction price for a bundle of services may be less than the sum of the standalone selling prices of each individual service. The Company allocates the bundle discount among the services to which the discount relates based on the relative standalone selling prices of those services. Generally, directly observable standalone selling prices are used for the revenue allocation. Customers are invoiced for subscription services in advance of the service period. Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized ratably over the monthly service period as the subscription services are delivered. Residential customers may generally cancel their subscriptions at the end of their monthly service period without penalty. Each optional service purchased is generally accounted for as a distinct performance obligation when purchased and revenue is recognized when the service is provided. Performance obligations relating to services provided by third-party content providers where the Company does not control the delivery of the services are presented net of costs paid because the Company is acting as an agent in such situations.
For customer premise equipment ("CPE") where such CPE would qualify as a lease, the Company combines the operating lease with the subscription service revenue as a single performance obligation as the subscription service is the predominant component. Installation fees are deferred over the period the fee remains material to the customer, which the Company has estimated to be approximately six months. Sales commission costs are expensed as incurred as the amortization period is less than one year. Right-of-entry costs represent upfront costs incurred related to agreements entered into with multiple dwelling units (“MDUs”) including landlords, real estate companies or owners to gain access to a building in order to market and service customers who reside in the building. Right-of-entry costs are deferred as contract fulfillment costs and recognized over the term of the contracts.
Customers can purchase mobile equipment, including devices and accessory products, and have the option to pay for devices under interest-free monthly installment plans. The Company does not impute interest on equipment installment plans sold through its direct channel as the inherent financing component is not considered significant based on the commercial objective of the plans, interest rates prevailing in the marketplace and credit risks of the Company's customers. The sale of equipment is a separate performance obligation, therefore, revenue is recognized from the sale of equipment upon delivery and acceptance by the customer.
Fees imposed on the Company by various governmental authorities are passed through on a monthly basis to the Company’s customers and are periodically remitted to authorities. Fees of $ 889 million, $ 941 million and $ 993 million for the years ended
F-24
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
December 31, 2025, 2024 and 2023, respectively, are reported in revenues on a gross basis with a corresponding operating expense because the Company is acting as a principal. Certain taxes, such as sales taxes imposed on the Company’s customers, collected and remitted to state and local authorities are recorded on a net basis because the Company is acting as an agent in such situations.
Commercial Services
Small business customers are offered Internet, mobile, video and voice services similar to those provided to residential customers. Small business customers may generally cancel their subscriptions at the end of their monthly service period without penalty. Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized ratably over the monthly service period as the subscription services are delivered.
Services to mid-market & large business clients include more tailored communications products and managed service solutions to larger businesses, as well as high-capacity last-mile data connectivity services to mobile and wireline carriers on a wholesale basis. Services are primarily offered on a subscription basis with a contractually specified and non-cancelable service period, which is generally one to seven years with a weighted average term of approximately three years. Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized ratably over the contract period as the subscription services are delivered. Mid-market & large business subscription services are billed as monthly recurring charges to customers and related installation services, if applicable, are billed upon completion of the customer installation. Installation services are not accounted for as distinct performance obligations, but rather a component of the connectivity services, and therefore upfront installation fees are deferred and recognized as revenue over the related contract period. Mid-market & large business sales commission costs are deferred and recognized using a portfolio approach over a weighted-average contract period.
Advertising Services
The Company offers local, regional and national businesses the opportunity to advertise in individual and multiple service areas on cable television networks and digital outlets. Placement of advertising is accounted for as a distinct performance obligation and revenue is recognized at the point in time when the advertising is distributed. In some service areas, the Company has formed advertising interconnects or entered into representation agreements with other video distributors, under which the Company sells advertising on behalf of those distributors. In other service areas, the Company has entered into representation agreements under which another operator in the area will sell advertising on the Company’s behalf. For representation arrangements in which the Company controls the sale of advertising and acts as the principal to the transaction, the Company recognizes revenue earned from the advertising customer on a gross basis and the amount remitted to the distributor as an operating expense. For other representation arrangements in which the Company does not control the sale of advertising and acts as an agent to the transaction, the Company recognizes revenue net of any fee remitted to the distributor.
Other balances that are not separately presented on the consolidated balance sheets that relate to the recognition of revenue and collection of the related cash, as well as the deferred costs associated with our contracts with customers consist of the following for the periods presented:
December 31,
2025 2024
Accounts receivable, net:
Equipment installment plan receivables, net $ 1,276 $ 967
Other noncurrent assets:
Equipment installment plan receivables, less allowance for doubtful accounts of $ 117 million and $ 99 million, respectively
$ 1,114 $ 980
Contract acquisition and fulfillment costs $ 765 $ 701
Accounts payables, accrued and other current liabilities:
Customer prepayments and upfront deferred installation fees $ 422 $ 456
F-25
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
Activity in the allowance for doubtful accounts is summarized as follows for the years presented:
Year Ended December 31,
2025 2024 2023
Balance, beginning of period $ 204 $ 268 $ 219
Charged to expense 746 762 743
Uncollected balances written off, net of recoveries ( 731 ) ( 826 ) ( 694 )
Balance, end of period $ 219 $ 204 $ 268
15. Segment Reporting
The Company’s operations are managed and reported to its Chief Executive Officer (“CEO”), the Company’s chief operating decision maker ("CODM"), on a consolidated basis. The Company provides broadband connectivity services with all of its services delivered to customers over an advanced communications network. The CODM assesses performance and allocates resources based on the Company’s consolidated statements of operations, as the converged network requires the CODM to manage and evaluate the results of the business in a consolidated manner to drive efficiencies and develop uniform strategies. Accordingly, key components and processes of the Company’s operations are managed centrally, including contracting for programming, capital and new technology development and deployment, plant engineering, customer service, marketing, legal and government affairs. Segment asset information is not used by the CODM to allocate resources. Under this organizational and reporting structure, the Company has one reportable segment.
As a single reportable segment entity, the Company’s segment performance measure is net income attributable to Charter shareholders. See Note 14 for a description of the Company's disaggregated revenues by product line. Significant segment expenses are presented in the Company’s consolidated statements of operations. Additional disaggregated significant segment expenses on a functional basis, that are not separately presented on the Company’s consolidated statements of operations, are presented below.
Operating Costs and Expenses
Year Ended December 31,
2025 2024 2023
Programming $ 8,822 $ 9,653 $ 10,638
Other costs of revenue 6,704 6,351 5,587
Field and technology operations 5,165 5,183 5,236
Customer operations 3,115 3,162 3,239
Marketing and residential sales 3,782 3,590 3,469
Stock compensation expense (see Note 16) 673 651 692
Transition expenses 19 — —
Other expense 4,459 4,577 4,544
$ 32,739 $ 33,167 $ 33,405
Programming costs consist primarily of costs paid to programmers for basic, premium, video on demand and pay-per-view programming. Other costs of revenue include costs directly related to providing Internet, mobile, video and voice services including mobile device costs, payments to franchise and regulatory authorities, payments for sports, local and news content produced by the Company and direct costs associated with selling advertising. Also included in other costs of revenue are content acquisition costs for the Los Angeles Lakers’ basketball games and Los Angeles Dodgers’ baseball games, which are recorded as games are exhibited over the contract period. Field and technology operations costs include indirect costs incurred to manage the Company's inside and outside cable network, including labor for the non-capitalizable portion of customer installations and service and repairs. Customer operations costs include call center labor costs for customer care, billing costs, bad debt expense, and collections. Marketing and residential sales costs represent the costs of marketing residential and business Internet, mobile, video and voice services and costs to sell to current and potential non-bulk residential customers,
F-26
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
including labor cost. Transition expenses represent incremental costs incurred to prepare for the integration of the Cox Transactions’ operations and to bring systems and processes into a uniform operating structure. Other expense includes corporate overhead costs, as well as certain indirect costs associated with Spectrum Business, Spectrum Reach, Spectrum Networks and Spectrum Community Solutions, including related sales expenses.
Other Operating (Income) Expenses, Net
Year Ended December 31,
2025 2024 2023
Special charges, net $ 157 $ 139 $ 198
Merger and acquisition costs 129 — —
(Gain) loss on disposal of assets, net 130 ( 12 ) ( 251 )
$ 416 $ 127 $ ( 53 )
Special charges, net primarily includes severance costs and net amounts of litigation settlements. Merger and acquisition costs represents costs incurred primarily in connection with the Cox Transactions, such as advisory, legal and accounting fees, among others. (Gain) loss on disposal of assets, net includes a $ 90 million impairment on the sale of non-strategic assets during the year ended December 31, 2025 and a $ 262 million gain on sale of towers during the year ended December 31, 2023.
Other Expenses, Net
Year Ended December 31,
2025 2024 2023
Gain (loss) on extinguishment of debt (see Note 9) $ ( 28 ) $ 1 $ ( 3 )
Gain (loss) on financial instruments, net (see Note 13) ( 27 ) ( 34 ) 45
Net periodic pension benefit (costs) (see Note 21) 4 ( 23 ) ( 216 )
Loss on equity investments, net (see Note 6) ( 357 ) ( 331 ) ( 343 )
$ ( 408 ) $ ( 387 ) $ ( 517 )
16. Stock Compensation Plans
Charter’s stock incentive plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, dividend equivalent rights, performance units and performance shares, share awards, phantom stock, restricted stock units and restricted stock. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting services for the Company, are eligible for grants under the stock incentive plan. The stock incentive plan allows for the issuance of up to 23 million shares of Charter Class A common stock (or units convertible into Charter Class A common stock).
Restricted stock, restricted stock units, stock options as well as equity awards with market conditions are measured at the grant date fair value and amortized to stock compensation expense over the requisite service period. The fair value of stock options is estimated on the date of grant using the Black-Scholes option-pricing model and the fair value of equity awards with market conditions is estimated on the date of grant using Monte Carlo simulations. The grant date weighted average assumptions used during the years ended December 31, 2025, 2024 and 2023 were: risk-free interest rate of 4.5 %, 3.9 % and 3.7 %, respectively; expected lives of 4.6 years, 5.0 years and 4.8 years, respectively; and expected volatility of 36.5 %, 33 % and 31 %, respectively. The Company’s volatility assumptions represent management’s best estimate and were based on a review of historical and implied volatility. Expected lives were estimated using historical exercise data. The valuations assume no dividends are paid. The Company has elected an accounting policy to assume zero forfeitures for stock awards grants and account for forfeitures when they occur.
Stock options and restricted stock units generally cliff vest three years from the date of grant. Certain stock options and restricted stock units vest based on achievement of stock price hurdles. Stock options generally expire ten years from the grant date and restricted stock units have no voting rights. Restricted stock generally vests one year from the date of grant.
F-27
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
As of December 31, 2025, total unrecognized compensation remaining to be recognized in future periods totaled $ 198 million for stock options, $ 1 million for restricted stock and $ 363 million for restricted stock units and the weighted average period over which they are expected to be recognized is 2 years for stock options, 4 months for restricted stock and 2 years for restricted stock units.
A summary of the activity for Charter’s stock options for the years ended December 31, 2025, 2024 and 2023, is as follows (shares in thousands, except per share data):
Year Ended December 31,
2025 2024 2023
Shares Weighted Average Exercise Price Aggregate Intrinsic Value Shares Weighted Average Exercise Price Aggregate Intrinsic Value Shares Weighted Average Exercise Price Aggregate Intrinsic Value
Outstanding, beginning of period 13,374 $ 397.54 12,658 $ 398.51 9,180 $ 396.89
Granted 1,499 $ 347.79 1,381 $ 360.82 4,278 $ 384.50
Exercised ( 344 ) $ 250.65 $ 44 ( 373 ) $ 256.94 $ 39 ( 563 ) $ 228.69 $ 102
Canceled ( 466 ) $ 392.75 ( 292 ) $ 446.11 ( 237 ) $ 486.77
Outstanding, end of period 14,063 $ 395.99 $ 1 13,374 $ 397.54 12,658 $ 398.51
Weighted average remaining contractual life 5 years 6 years 5 years
Options exercisable, end of period 7,495 $ 417.10 $ 1 6,766 $ 378.31 6,051 $ 325.80
Options expected to vest, end of period 6,568 $ 371.91 $ —
Weighted average fair value of options granted $ 131.31 $ 129.30 $ 126.13
A summary of the activity for Charter’s restricted stock for the years ended December 31, 2025, 2024 and 2023, is as follows (shares in thousands, except per share data):
Year Ended December 31,
2025 2024 2023
Shares Weighted Average Grant Price Shares Weighted Average Grant Price Shares Weighted Average Grant Price
Outstanding, beginning of period 13 $ 268.55 11 $ 331.45 7 $ 494.72
Granted 12 $ 328.53 13 $ 268.55 11 $ 331.45
Vested ( 13 ) $ 268.55 ( 11 ) $ 331.45 ( 7 ) $ 494.72
Canceled — $ — — $ — — $ —
Outstanding, end of period 12 $ 328.53 13 $ 268.55 11 $ 331.45
F-28
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
A summary of the activity for Charter’s restricted stock units for the years ended December 31, 2025, 2024 and 2023, is as follows (shares in thousands, except per share data):
Year Ended December 31,
2025 2024 2023
Shares Weighted Average Grant Price Shares Weighted Average Grant Price Shares Weighted Average Grant Price
Outstanding, beginning of period 2,951 $ 386.44 2,371 $ 432.11 1,266 $ 545.00
Granted 1,295 $ 339.55 1,123 $ 359.24 1,561 $ 359.07
Vested ( 771 ) $ 473.53 ( 369 ) $ 595.28 ( 358 ) $ 510.22
Canceled ( 162 ) $ 358.90 ( 174 ) $ 390.31 ( 98 ) $ 440.14
Outstanding, end of period 3,313 $ 349.17 2,951 $ 386.44 2,371 $ 432.11
17. Income Taxes
The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities and expected benefits of utilizing loss carryforwards. 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. The impact on deferred taxes of changes in tax rates and tax law, if any, applied to the years during which temporary differences are expected to be settled, are reflected in the consolidated financial statements in the period of enactment. In determining the Company’s tax provision for financial reporting purposes, the Company establishes 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. The Company recognizes interest and penalties accrued on uncertain income tax positions as part of the income tax provision.
Substantially all of the Company’s operations are held through Charter Holdings and its direct and indirect subsidiaries. Charter Holdings and the majority of its subsidiaries are generally limited liability companies that are not subject to income tax. However, certain of these limited liability companies are subject to state income tax. In addition, the subsidiaries that are corporations are subject to income tax. Generally, the taxable income, gains, losses, deductions and credits of Charter Holdings are passed through to its members, Charter and A/N. Charter is responsible for its share of taxable income or loss of Charter Holdings allocated to it in accordance with the Charter Holdings Limited Liability Company Agreement (“LLC Agreement”) and partnership tax rules and regulations. As a result, Charter's primary deferred tax component recorded in the consolidated balance sheets relates to its excess financial reporting outside basis, excluding amounts attributable to nondeductible goodwill, over Charter's tax basis in the investment in Charter Holdings.
Charter Holdings, the indirect owner of the Company’s cable systems, generally allocates its taxable income, gains, losses, deductions and credits proportionately according to the members’ respective ownership interests, except for special allocations required under Section 704(c) of the Internal Revenue Code and the Treasury Regulations (“Section 704(c)”). Pursuant to Section 704(c) and the LLC Agreement, each item of income, gain, loss and deduction with respect to any property contributed to the capital of the partnership shall, solely for tax purposes, be allocated among the members so as to take into account any variation between the adjusted basis of such property to the partnership for U.S. federal income tax purposes and its initial gross asset value using the “traditional method” as described in the Treasury Regulations.
F-29
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
Income Tax Expense
For the years ended December 31, 2025, 2024, and 2023, the Company recorded income tax expense as shown below. The tax provision in future periods will vary based on current and future temporary differences, as well as future operating results.
Year Ended December 31,
2025 2024 2023
Current expense:
Federal income taxes $ 358 $ 1,379 $ 1,304
State income taxes 321 357 369
Current income tax expense 679 1,736 1,673
Deferred (benefit) expense:
Federal income taxes 943 ( 69 ) ( 208 )
State income taxes 70 ( 18 ) 128
Deferred income tax (benefit) expense 1,013 ( 87 ) ( 80 )
Income tax expense $ 1,692 $ 1,649 $ 1,593
The Company’s effective tax rate differs from that derived by applying the applicable federal income tax rate for the years ended December 31, 2025, 2024 and 2023 as follows:
Year Ended December 31,
2025 2024 2023
U.S. federal tax at statutory rate $ 1,566 21.0 % $ 1,575 21.0 % $ 1,439 21.0 %
State and local income taxes, net of federal income tax effect 201 2.7 % 171 2.3 % 372 5.4 %
Net income attributable to noncontrolling interest ( 164 ) ( 2.2 ) % ( 162 ) ( 2.2 ) % ( 141 ) ( 2.1 ) %
Federal tax credits ( 18 ) ( 0.2 ) % ( 45 ) ( 0.6 ) % ( 64 ) ( 0.9 ) %
Nontaxable or nondeductible items 25 0.3 % 29 0.4 % 28 0.4 %
Change in unrecognized tax benefits 93 1.2 % 89 1.2 % 41 0.6 %
Other ( 11 ) ( 0.1 ) % ( 8 ) ( 0.1 ) % ( 82 ) ( 1.2 ) %
Income tax expense $ 1,692 22.7 % $ 1,649 22.0 % $ 1,593 23.2 %
The states that contribute to the majority (greater than 50%) of the tax effect include California, New York, Florida and New York City for 2025, New York, California, Florida, Texas, Wisconsin and South Carolina for 2024, and New York, California and New York City for 2023.
Cash Taxes Paid
The Company paid cash taxes for the years ended December 31, 2025, 2024 and 2023 as follows:
Year Ended December 31,
2025 2024 2023
Cash paid for U.S federal income taxes, net $ 739 $ 1,343 $ 1,211
Cash paid for state and local income taxes, net 154 219 213
$ 893 $ 1,562 $ 1,424
F-30
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
Deferred Tax Assets and Liabilities
The tax effects of these temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024 are presented below.
December 31,
2025 2024
Deferred tax assets:
Carryforwards $ 397 $ 642
Accrued and other 902 535
Total gross deferred tax assets 1,299 1,177
Less: valuation allowance ( 15 ) ( 15 )
Deferred tax assets 1,284 1,162
Deferred tax liabilities:
Investment in partnership 21,121 19,999
Accrued and other 4 8
Deferred tax liabilities 21,125 20,007
Net deferred tax liabilities $ 19,841 $ 18,845
The deferred tax liabilities on the investment in partnership above includes approximately $ 67 million and $ 88 million net deferred tax liabilities relating to certain indirect subsidiaries that file separate state income tax returns at December 31, 2025 and 2024, respectively.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The OBBBA contains numerous business tax provisions, including business extenders made permanent such as restoration of 100% bonus depreciation, IRC Section 174 expensing for US-based research, and the EBITDA-based business interest expense limitation under IRC Section 163(j). As a result of this legislation, Charter adjusted its current year tax deduction and remeasured its deferred taxes resulting in a current tax benefit offset by a deferred tax expense which resulted in a $ 547 million decrease to current income taxes payable and corresponding increase to deferred income tax liabilities.
Carryforwards
Charter has federal tax net operating loss carryforwards that expire in 2035 resulting from the operations of Charter Communications Holdings Company, LLC (“Charter Holdco”) and its subsidiaries and from loss carryforwards received as a result of the merger with Time Warner Cable Inc. (“TWC”). In addition, Charter has state tax net operating loss carryforwards that generally expire in the years 2026 through 2044. Charter's federal tax loss carryforwards are subject to Section 382 and other restrictions. Also included in carryforwards is Charter's Section 163(j) interest limitation, which is based on interest expense that was not deductible in prior years due to taxable income limitations. The limited interest has an indefinite carryforward period and is deductible as Charter generates taxable income sufficient to overcome the limitation.
Tax Receivable Agreement
Under the LLC Agreement, A/N has the right to exchange at any time some or all of its common units in Charter Holdings for Charter’s Class A common stock or cash, at Charter’s option. Pursuant to a Tax Receivable Agreement ("TRA") between Charter and A/N, Charter must pay to A/N 50 % of the tax benefit when realized by Charter from the step-up in tax basis resulting from any future exchange or sale of the common units. Charter does not record a liability for an obligation for future exchanges since the tax benefit is dependent on uncertain future events that are outside of Charter’s control, such as the timing of a conversion or exchange. A future exchange or sale is not based on a fixed and determinable date and the exchange or sale is not certain to occur. If all of A/N's partnership units were to be exchanged or sold in the future, the undiscounted value of the obligation is currently estimated to be in the range of zero to $ 3.5 billion depending on measurement of the tax step-up in the future and Charter’s ability to realize the tax benefit in the periods following the exchange or sale. Factors impacting these
F-31
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
calculations include, but are not limited to, the fair value of the equity at the time of the exchange and the effective tax rates when the benefits are realized.
Uncertain Tax Positions
The net amount of the unrecognized tax benefits recorded as of December 31, 2025 that could impact the effective tax rate is $ 680 million. These uncertain tax positions, if ever recognized in the financial statements, would be recorded in the consolidated statements of operations as part of the income tax provision. A reconciliation of the beginning and ending amount of unrecognized tax benefits, exclusive of interest and penalties, is as follows:
BALANCE, December 31, 2023 $ 647
Activity on prior year tax positions 1
Additions on current year tax positions 131
Reductions on settlements with taxing authorities and expirations ( 36 )
BALANCE, December 31, 2024 743
Activity on prior year tax positions ( 2 )
Additions on current year tax positions 103
Reductions on settlements with taxing authorities and expirations ( 9 )
BALANCE, December 31, 2025 $ 835
Charter is currently under examination by the Internal Revenue Service ("IRS") for income tax purposes for 2016, 2019, 2020 and 2021. Charter's 2022, 2023 and 2024 tax years remain open for examination and assessment. Charter’s 2017 and 2018 tax years remain open solely for purposes of loss and credit carryforwards. Charter’s short period return dated May 17, 2016 (prior to the merger with TWC and acquisition of Bright House Networks, LLC) and prior years remain open solely for purposes of examination of Charter’s loss and credit carryforwards. The IRS is currently examining Charter Holdings’ income tax returns for 2016, 2019, 2020 and 2021. Charter Holdings’ 2022, 2023 and 2024 tax years remain open for examination and assessment, while 2017 and 2018 remain open solely for purposes of credit carryforwards. The IRS is currently examining TWC’s income tax returns for 2011, 2012 and 2015. The 2013 and 2014 years were settled. The Company does not anticipate that these examinations will have a material impact on its consolidated financial position or results of operations. In addition, the Company is also subject to ongoing examinations of our tax returns by state and local tax authorities for various periods. Activity related to these state and local examinations did not have a material impact on the Company's consolidated financial position or results of operations during the year ended December 31, 2025, nor does the Company anticipate a material impact in the future.
18. Earnings Per Share
Basic earnings per common share is computed by dividing net income attributable to Charter shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share considers the impact of potentially dilutive securities using the treasury stock and if-converted methods and is based on the weighted average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options, restricted stock, restricted stock units, equity awards with market conditions and Charter Holdings common units. Charter Holdings common units of 16 million, 17 million and 18 million for the years ended December 31, 2025, 2024 and 2023, respectively,
F-32
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
were not included in the computation of diluted earnings per share as their effect would have been antidilutive. The following is the computation of diluted earnings per common share for the years presented.
Year Ended December 31,
2025 2024 2023
Numerator:
Net income attributable to Charter shareholders $ 4,987 $ 5,083 $ 4,557
Denominator:
Weighted average common shares outstanding, basic 135,155,309 143,061,337 149,208,188
Effect of dilutive securities:
Assumed exercise or issuance of shares relating to stock plans 2,588,367 2,302,434 2,758,125
Weighted average common shares outstanding, diluted 137,743,676 145,363,771 151,966,313
Basic earnings per common share attributable to Charter shareholders $ 36.90 $ 35.53 $ 30.54
Diluted earnings per common share attributable to Charter shareholders $ 36.21 $ 34.97 $ 29.99
19. Related Party Transactions
The following sets forth certain transactions in which the Company and a director, executive officer, or other related party of the Company are involved or, in the case of the management arrangements, subsidiaries that are debt issuers that pay certain of their parent companies for services.
Charter is a party to management arrangements with its subsidiary, Spectrum Management Holding Company, LLC ("Spectrum Management"), and certain of their subsidiaries. Under these agreements, Charter, Spectrum Management and Charter Holdco provide management services for the cable systems owned or operated by their subsidiaries. Costs associated with providing these services are charged directly to the Company’s operating subsidiaries. All other costs incurred on behalf of Charter’s operating subsidiaries are considered a part of the management fee. These costs are recorded as a component of operating costs and expenses, in the accompanying consolidated financial statements. The management fee charged to the Company’s operating subsidiaries approximated the expenses incurred by Spectrum Management, Charter Holdco and Charter on behalf of the Company’s operating subsidiaries in 2025, 2024 and 2023.
Liberty Broadband and A/N
Under the terms of 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”), the number of Charter’s directors is fixed at 13. Two designees selected by A/N are members of the Board of Directors of Charter and three designees selected by Liberty Broadband are members of the Board of Directors of Charter. The remaining eight directors are not designated by either A/N or Liberty Broadband. 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 Benefit Committee each have at least a majority of directors that were not designated by either A/N or Liberty Broadband. Each of the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee is currently comprised of three directors not designated by either A/N or Liberty Broadband and one designee of each of A/N and Liberty Broadband. A/N and Liberty Broadband also have certain other committee designation and governance rights. A description of the terms of the Stockholders and Letter Agreement Amendment is set forth below under “Stockholders and Letter Agreement Amendment.”
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
F-33
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
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. A/N and Charter both have the right to terminate or suspend the pro rata repurchase arrangement on a prospective basis. Pursuant to the TRA between Charter and A/N, Charter must pay to A/N 50 % of the tax benefit when realized by Charter from the step-up in tax basis resulting from any future exchange or sale of the common units. See Note 17 for more information. In connection with the Cox Transactions, Charter, Charter Holdings and A/N entered into an amendment to the Existing A/N Repurchase Letter, dated as of May 16, 2025 (the “A/N Repurchase Letter Amendment”) which sets forth, among other things, the updated terms of A/N’s participation in Charter’s share repurchases going forward. A description of the terms of the A/N Repurchase Letter Amendment is set forth below under “A/N Repurchase Letter Amendment.”
On August 4, 2025, Charter received a notice from A/N pursuant to the Existing Letter Agreement, whereby A/N notified Charter that A/N was suspending the standing share repurchase agreement between A/N and Charter (the “Suspension”). The Suspension took effect immediately after the first repurchase closing date under the Existing Letter Agreement to occur following the date of the notice. In the notice, A/N informed Charter that it intends for the Suspension to continue through the consummation of the closing of the Cox Transactions or the termination thereof, but reserved the right to end such Suspension before or after such time.
In February 2021, Charter and Liberty Broadband entered into a letter agreement (the “Existing LBB Letter Agreement”), as amended by the Stockholders and Letter Agreement Amendment. The Existing LBB Letter Agreement implemented Liberty Broadband’s obligations under the Existing Stockholders Agreement to participate in share repurchases by Charter. The Existing LBB Letter Agreement was amended on November 12, 2024 pursuant to the Stockholders and Letter Agreement Amendment as described below under “Stockholders and Letter Agreement Amendment.”
Gregory Maffei, a former director of Charter and former President and CEO and director and holder of a 3.6 % voting interest in Liberty Broadband, is Chairman of the board of directors of QVC Group, Inc. (formerly known as Qurate Retail, Inc.) (“QVC Group”). As reported in SEC filings of QVC Group and Mr. Maffei, Mr. Maffei has ownership of an approximate 18.2 % voting interest in QVC Group. QVC Group wholly owns HSN, Inc. (“HSN”) and QVC, Inc. (“QVC”). The Company has programming relationships with HSN and QVC. For the years ended December 31, 2025, 2024 and 2023, the Company recorded revenue in aggregate of approximately $ 39 million, $ 48 million and $ 47 million, respectively, from HSN and QVC as part of channel carriage fees and revenue sharing arrangements for home shopping sales made to customers in the Company’s footprint.
Liberty Broadband Combination
On November 12, 2024, Charter, Liberty Broadband, Fusion Merger Sub 1, LLC, a wholly owned subsidiary of Charter, and Fusion Merger Sub 2, Inc., a wholly owned subsidiary of Fusion Merger Sub 1, LLC, entered into an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, subject to the terms and conditions set forth therein, Charter will acquire Liberty Broadband through the merger of Fusion Merger Sub 2, Inc. with and into Liberty Broadband (the “Merger”), with Liberty Broadband surviving the Merger and becoming an indirect 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.
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
F-34
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
• 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”). The Charter preferred stock will have substantially identical terms to the Liberty Broadband preferred stock, including a mandatory redemption date of March 8, 2039.
As of December 31, 2025, Liberty Broadband’s principal assets consist of approximately 41.5 million shares of Charter Class A common stock. Pursuant to the Merger Agreement, Liberty Broadband agreed to spin off its subsidiary, GCI, LLC, which was comprised of one operating entity, GCI Holdings, LLC (“GCI”), Alaska’s largest communications provider, by way of a distribution to the stockholders of Liberty Broadband prior to the closing of the Liberty Broadband Combination (the “GCI Divestiture”). The GCI Divestiture was completed on July 14, 2025. The GCI Divestiture is expected to be taxable to Liberty Broadband and its stockholders, with Charter bearing the corporate level tax liability upon completion of the Liberty Broadband Combination. However, to the extent such corporate level tax liability exceeds $ 420 million, Charter will be entitled under a tax receivables agreement to the portion of the tax benefits realized by GCI corresponding to such excess. The companies currently expect the transaction to close contemporaneously with the closing of the Cox Transactions, pursuant to the terms of the Liberty Side Letter described below, unless otherwise agreed, subject to customary closing conditions.
Liberty Broadband Combination Voting Agreements
In connection with the transactions contemplated by the Merger Agreement, on November 12, 2024, Dr. Malone’s affiliated holders of shares of Liberty Broadband common stock and Liberty Broadband preferred stock (collectively, the “Malone Group) entered into a voting agreement with Charter and Liberty Broadband, pursuant to which, subject to certain conditions, the Malone Group committed to vote its shares of Liberty Broadband common stock and Liberty Broadband preferred stock representing approximately 48.5 % of the total voting power of the issued and outstanding shares of Liberty Broadband common stock and Liberty Broadband preferred stock, in the aggregate, in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby.
In addition, on November 12, 2024, Mr. Maffei and certain related holders of shares of Liberty Broadband common stock and Liberty Broadband preferred stock (collectively, the “Maffei Group”) entered into a voting agreement with Charter and Liberty Broadband, pursuant to which, subject to certain conditions, the Maffei Group committed to vote its shares of Liberty Broadband common stock and Liberty Broadband preferred stock representing approximately 3.7 % of the total voting power of the issued and outstanding shares of Liberty Broadband common stock and Liberty Broadband preferred stock, in the aggregate, in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby.
Stockholders and Letter Agreement Amendment
Simultaneously with the entry into the Merger Agreement, Charter, Liberty Broadband and A/N entered into the Stockholders and Letter Agreement Amendment to amend (i) the Existing Stockholders Agreement and (ii) the Existing LBB Letter Agreement. 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 Liberty Broadband Combination. Pursuant to the Stockholders and Letter Agreement Amendment, each month during the pendency of the proposed transaction, Charter will repurchase shares of Charter Class A common stock from Liberty Broadband in an amount equal to the greater of (i) $ 100 million and (ii) the Liberty Broadband minimum liquidity threshold as set forth in the Stockholders and Letter Agreement Amendment, provided that if any repurchase would reduce Liberty Broadband’s equity interest in Charter below 25.25 % after giving effect to such repurchase or if all or a portion of such repurchase is not permitted under applicable law, then Charter shall instead loan to Liberty Broadband an amount equal to the lesser of (x) the repurchase amount that cannot be repurchased and (y) the Liberty Broadband minimum liquidity threshold less the repurchase amount that is repurchased, with such loan on the terms set forth in the Stockholders and Letter Agreement Amendment. 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 unrestricted cash on the balance sheet of Liberty Broadband and its subsidiaries (other than GCI, GCI Spinco (as defined in the Merger Agreement) and their respective subsidiaries) of $ 50 million plus (y) the aggregate outstanding principal amount of the Liberty Broadband margin loan. The purchase price payable by Charter to
F-35
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
Liberty Broadband in connection with such monthly repurchases will equal (i) the average price paid by Charter for shares of Charter Class A common stock repurchased during the immediately preceding calendar month (excluding shares repurchased from A/N and certain other excluded repurchases) or (ii) if Charter has not engaged in any repurchases of shares of Charter Class A common stock during the immediately preceding calendar month (other than any repurchases from A/N and certain other excluded repurchases), a purchase price based on a Bloomberg volume-weighted average price methodology proposed by Charter and reasonably acceptable to Liberty Broadband. Liberty Broadband will apply the proceeds from any such repurchases or borrowings from Charter to repay certain of its outstanding indebtedness in accordance with the Stockholders and Letter Agreement Amendment. The Stockholders and Letter Agreement Amendment provides that Liberty Broadband will be exempt from the standstill restrictions and the ownership cap under the Existing Stockholders Agreement to the extent its ownership in Charter exceeds such ownership cap solely as a result of the repurchase provisions in the Stockholders and Letter Agreement Amendment.
Liberty Broadband Combination Other Agreements
Simultaneously with the entry into the Merger Agreement, certain additional related agreements were entered into by Charter and Liberty Broadband, including:
• An Assumption and Joinder Agreement to Tax Sharing Agreement, by and among Charter, Liberty Broadband, Grizzly Merger Sub 1, LLC (successor to GCI Liberty, Inc. (“GCI Liberty”)) (“Grizzly Merger Sub”) and Qurate, pursuant to which Charter agrees to assume, effective at the Effective Time, Liberty Broadband’s rights and obligations under the Tax Sharing Agreement, dated as of March 9, 2018, by and between Qurate and Grizzly Merger Sub (the “Tax Sharing Agreement”). The Tax Sharing Agreement allocates responsibilities among Qurate Retail, GCI Liberty and their respective groups for various tax obligations, including any taxes imposed if the split-off transaction effected by Qurate Retail of GCI Liberty is deemed taxable (the “GCI Liberty Split-off”). The Tax Sharing Agreement also sets forth the rights and responsibilities of the parties with respect to tax return preparation and tax contests.
• An Assumption and Joinder Agreement to Indemnification Agreement, by and among Charter, Liberty Broadband, Grizzly Merger Sub, LV Bridge, LLC, Qurate and Liberty Interactive LLC (“Liberty Interactive”), pursuant to which Charter agrees to assume, effective at the Effective Time, Liberty Broadband’s rights and obligations under the Indemnification Agreement, dated as of March 9, 2018, by and among Grizzly Merger Sub, Qurate, Liberty Interactive and LV Bridge, LLC (the “Indemnification Agreement”). Under the Indemnification Agreement, GCI Liberty agreed to indemnify Liberty Interactive LLC with respect to any of Liberty Interactive’s 1.75% exchangeable debentures due 2046 (the “Liberty Charter Exchangeable Debentures”) surrendered for exchange to Liberty Interactive on or before October 5, 2023 for the amount by which the exchange value exceeds (i) the sum of the adjusted principal amount of such Liberty Charter Exchangeable Debentures plus (ii) the amount of certain tax benefits attributable to such Liberty Charter Exchangeable Debentures so exchanged. The Indemnification Agreement also provides, among other things, that Qurate Retail and GCI Liberty will indemnify each other and their respective subsidiaries, current and former directors, officers and employees, and each of their heirs, executors, trustees, administrators, successors and assigns with respect to certain potential losses in respect of the GCI Liberty Split-off.
Cox Transactions Voting Agreements
In connection with the Cox Transactions, on May 16, 2025, Liberty entered into a voting agreement with Charter and Cox Enterprises, pursuant to which, subject to certain conditions, Liberty committed to vote its shares of Charter Class A common stock beneficially owned as of the applicable record date for the applicable stockholders meeting representing, as of May 16, 2025, approximately 28 % of the total voting power of the issued and outstanding shares of Charter common stock in favor of the Certificate Amendment (as defined in the Transaction Agreement) and the Equity Issuance and against any action or proposal in favor of any Columbus Acquisition Proposal (as defined in the Transaction Agreement) at any meeting of the stockholders of Charter called to vote upon such matters.
In addition, on May 16, 2025, A/N entered into a voting agreement with Charter and Cox Enterprises, pursuant to which, subject to certain conditions, A/N committed to vote its shares of Charter Class A common stock and Class B common stock beneficially owned as of the applicable record date for the applicable stockholders meeting representing, as of May 16, 2025, approximately 12 % of the total voting power of the issued and outstanding shares of Charter common stock in favor of the Certificate Amendment (as defined in the Transaction Agreement) and the Equity Issuance and against any action or proposal in
F-36
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
favor of any Charter acquisition proposal (as defined in the Transaction Agreement) at any meeting of the stockholders of Charter called to vote upon such matters.
Liberty Side Letter
In connection with the Cox Transactions, on May 16, 2025, Charter, Liberty, Fusion Merger Sub 1, LLC and Fusion Merger Sub 2, Inc. entered into a side letter (the “Liberty Side Letter”), pursuant to which, among other things, the parties agreed to accelerate the date of the closing of Liberty’s pending transaction with Charter (the “Liberty Closing”), as contemplated by the Merger Agreement, to occur on the earlier of (a) immediately prior to the closing of the Cox Transactions, (b) the later of (i) June 30, 2027 and (ii) the third business day after all conditions set forth in the Merger Agreement have been satisfied or waived (to the extent waivable), or at such other date and time as agreed to by the parties in writing or pursuant to Section 5.11(f) of the Merger Agreement and (c) solely if the Transaction Agreement is terminated in accordance with its terms (the “Cox Transaction Termination”), at Liberty’s election, the later of (i) the tenth business day after the Cox Transaction Termination and (ii) the third business day after all conditions set forth in the Liberty Merger Agreement have been satisfied or waived (to the extent waivable), or at such other date and time as agreed to by the parties in writing or pursuant to Section 5.11(f) of the Merger Agreement.
In addition, Liberty has agreed to cause each of its director designees serving on the Board of Directors of Charter to resign, with such resignation conditioned on the occurrence of, and effective as of immediately prior to, the effective time of the Liberty Closing.
A/N Repurchase Letter Amendment
On May 16, 2025, Charter, Charter Holdings and A/N entered into the A/N Repurchase Letter Amendment to amend the Existing A/N Repurchase Letter by and between Charter and A/N, which sets forth, among other things, the updated terms of A/N’s participation in Charter’s share repurchases going forward.
Under the A/N Repurchase Letter Amendment, A/N will sell to Charter or to Charter Holdings, generally 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, Liberty or Cox Enterprises during such immediately preceding calendar month and excluding repurchases in privately negotiated transactions or deemed repurchases due to cashless exercise of or payment of withholding taxes with respect to director, officer or employee equity awards of Charter. The right to participate pro rata in repurchases on the terms and conditions set forth in the A/N Repurchase Letter Amendment is effective only from the earlier of the closing of the Cox Transactions and, in the event the Transaction Agreement is terminated in accordance with its terms, the date of such termination (such earlier date, the “Trigger Date”), and Charter has the right to terminate this arrangement (i) prior to the sixth anniversary of the Trigger Date, if an unforeseen circumstance arises that would cause the continued repurchases to result in any significant adverse impact to Charter as determined by Charter in good faith or (ii) at any time after such sixth anniversary. A/N has the right to terminate or suspend the repurchase arrangement at any time. Prior to the Trigger Date, the Existing A/N Repurchase Letter shall remain in full force and continue to govern A/N’s participation in Charter’s share repurchases, subject to certain amendments set forth in the A/N Repurchase Letter Agreement.
Equity Investments
The Company has agreements with certain equity investees (see Note 6) pursuant to which the Company has made or received payments for the receipt of goods or services. The Company recorded payments to equity investees totaling $ 154 million, $ 189 million and $ 180 million during the years ended December 31, 2025, 2024 and 2023, respectively.
20. Commitments and Contingencies
Commitments
The following table summarizes the Company’s payment obligations as of December 31, 2025 for its contractual obligations which consists of guaranteed minimum commitments, including rights negotiated directly with content owners for distribution
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CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
on company-owned channels or networks, commitments related to our role as an advertising and distribution sales agent for third party-owned channels or networks, commitments to our customer premise equipment and device vendors, contractual obligations related to third-party network augmentation and guaranteed minimum commitments under the Company’s programming contracts.
2026 $ 4,503
2027 3,463
2028 2,762
2029 1,046
2030 1,072
Thereafter 4,276
$ 17,122
The following items are not included in the contractual obligation table due to various factors discussed below. However, the Company incurs these costs as part of its operations:
• The Company rents utility poles used in its operations. Generally, pole rentals are cancelable on short notice, but the Company anticipates that such rentals will recur. Rent expense incurred for pole rental attachments for the years ended December 31, 2025, 2024 and 2023 was $ 273 million, $ 243 million and $ 230 million, respectively.
• The Company pays franchise fees under multi-year franchise agreements based on a percentage of revenues generated from video service per year. The Company also pays other franchise related costs, such as public education grants, under multi-year agreements. Franchise fees and other franchise-related costs included in the accompanying statement of operations were $ 526 million, $ 604 million and $ 664 million for the years ended December 31, 2025, 2024 and 2023 respectively.
• The Company has $ 364 million in letters of credit, of which $ 26 million are issued under the Charter Operating credit facility, primarily to its various casualty carriers as collateral for reimbursement of workers' compensation, auto liability and general liability claims, as well as $ 474 million of surety bonds.
Legal Proceedings
The California Attorney General and the Alameda County, California District Attorney are investigating whether certain of Charter’s waste disposal policies, procedures and practices are in violation of the California Business and Professions Code and the California Health and Safety Code. That investigation was commenced in January 2014. A similar investigation involving TWC was initiated in February 2012. Charter is cooperating with these investigations. While the Company is unable to predict the outcome of these investigations, it does not expect that the outcome will have a material effect on its operations, financial condition, or cash flows.
The Company is a defendant or co-defendant in several lawsuits involving alleged infringement of various intellectual property relating to various aspects of its businesses. Other industry participants are also defendants in certain of these cases or related cases. In the event that a court ultimately determines that the Company infringes on any intellectual property, the Company may be subject to substantial damages and/or an injunction that could require the Company or its vendors to modify certain products and services the Company offers to its subscribers, as well as negotiate royalty or license agreements with respect to the intellectual property at issue. While the Company believes the lawsuits are without merit and intends to defend the actions vigorously, no assurance can be given that any adverse outcome would not be material to the Company’s operations, consolidated financial condition, results of operations, or liquidity. The Company cannot predict the outcome of any such claims nor can it reasonably estimate a range of possible loss.
The Company is party to other lawsuits, claims and regulatory inquiries or investigations that arise in the ordinary course of conducting its business or in connection with the Company’s participation in government funding programs. The ultimate outcome of these other legal matters pending against the Company cannot be predicted, and although such lawsuits and claims are not expected individually to have a material adverse effect on the Company’s operations, consolidated financial condition, results of operations or liquidity, such lawsuits could have, in the aggregate, a material adverse effect on the Company’s operations, consolidated financial condition, results of operations or liquidity. Whether or not the Company ultimately prevails in any particular lawsuit or claim, litigation can be time consuming and costly and injure the Company’s reputation.
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CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
21. Employee Benefit Plans
Pension Plans
The Company sponsors qualified and unqualified defined benefit pension plans that provide pension benefits to a majority of employees who were employed by TWC before the merger with TWC. Pension benefits are based on formulas that reflect the employees’ years of service and compensation during their employment period. Actuarial gains or losses are changes in the amount of either the benefit obligation or the fair value of plan assets resulting from experience different from that assumed or from changes in assumptions. The Company has elected to follow a mark-to-market pension accounting policy for recording the actuarial gains or losses annually during the fourth quarter, or earlier if a remeasurement event occurs during an interim period.
In 2023, the Company announced plans to fully terminate the qualified pension plan and purchased a buy-in group annuity contract (“GAC”) from a highly rated insurer. In 2025, pension obligations were distributed through lump sum payments to eligible participants who elected such payments. In December 2025, the buy-in GAC was converted to a buy-out with the remaining settlement obligation of $ 1.3 billion transferred to the insurer. The settlement of the qualified pension plan resulted in excess plan assets of approximately $ 131 million which were used as a qualified retirement plan transfer to the Company’s defined contribution benefit plans. The remaining $ 17 million projected benefit obligation as of December 31, 2025 is related to the Company’s unfunded unqualified pension plan.
Changes in the projected benefit obligation, fair value of plan assets and funded status of the pension plans from January 1 through December 31 are presented below:
2025 2024
Projected benefit obligation at beginning of year $ 2,206 $ 2,426
Interest cost 95 108
Actuarial (gain) loss 38 ( 141 )
GAC settlement transfer of obligations ( 1,339 ) —
Lump sum cash settlement ( 924 ) ( 127 )
Benefits paid ( 59 ) ( 60 )
Projected benefit obligation at end of year
$ 17 $ 2,206
Accumulated benefit obligation at end of year $ 17 $ 2,206
Fair value of plan assets at beginning of year $ 2,313 $ 2,553
Actual return on plan assets 137 ( 56 )
Employer contributions 3 3
GAC settlement transfer of obligations ( 1,339 ) —
Lump sum cash settlement ( 924 ) ( 127 )
Transfer to defined contribution plans ( 131 ) —
Benefits paid ( 59 ) ( 60 )
Fair value of plan assets at end of year $ — $ 2,313
Funded (unfunded) status $ ( 17 ) $ 107
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CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
The components of net periodic benefit (cost) for the years ended December 31, 2025, 2024 and 2023 consisted of the following:
Year Ended December 31,
2025 2024 2023
Interest cost $ ( 95 ) $ ( 108 ) $ ( 117 )
Expected return on plan assets 96 113 124
Remeasurement gain (loss) 3 ( 28 ) ( 223 )
Net periodic pension benefit (costs) $ 4 $ ( 23 ) $ ( 216 )
The remeasurement gain recorded during the year ended December 31, 2025 was primarily driven by an actuarial gain from greater than expected lump sum take rate net of estimated plan termination costs. The remeasurement loss recorded during the year ended December 31, 2024 was primarily driven by losses to record pension assets to fair value. The remeasurement loss recorded during the year ended December 31, 2023 primarily reflects the measurement of the projected benefit obligations under a plan termination basis.
The discount rate used to determine benefit obligations as of December 31, 2024 was 5.08 %. The Company utilized the 417(e) Applicable Mortality Table for lump sums for the portion of the benefit obligation not covered by the GAC as of December 31, 2024.
Weighted average assumptions used to determine net periodic benefit costs consisted of the following:
Year ended December 31,
2025 2024 2023
Expected long-term rate of return on plan assets 5.00 % 5.00 % 5.00 %
Discount rate 5.08 % 4.65 % 5.46 %
In developing the expected long-term rate of return on plan assets, the Company considered the pension portfolio’s composition, past average rate of earnings and the Company’s future asset allocation targets. The Company determined the discount rates used to determine benefit obligations and net periodic pension benefit (costs) based on the yield of a large population of high-quality corporate bonds with cash flows sufficient in timing and amount to settle projected future defined benefit payments.
Pension Plan Assets
The assets of the qualified pension plan were held in a master trust in which the qualified pension plan was the only participating plan (the “Master Trust”). The following tables set forth the investment assets of the qualified pension plan by level within the fair value hierarchy as of December 31, 2024. In December 2025, following the settlement of the qualified
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CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
pension plan benefit obligation, the excess plan assets were used as a qualified retirement plan transfer to the Company’s defined contribution benefit plans.
December 31, 2024
Fair Value Level 2 Level 3
Collective trust funds (a)
$ 806 $ 806 $ —
Group annuity contract (b)
1,363 — 1,363
Total investment assets 2,169 $ 806 $ 1,363
Accrued investment income and other receivables 2
Investments measured at net asset value (c)
142
Fair value of plan assets $ 2,313
(a) Collective trust funds consist of short-term investment strategies comprised of instruments issued or fully guaranteed by the U.S. government and/or its agencies, which are valued using the net assets provided by the administrator of the fund. The value of each fund is based on the readily determinable fair value of the underlying assets owned by the fund, less liabilities, and then divided by the number of units outstanding.
(b) In June 2023, the Company purchased a buy-in GAC which was initially recorded at the $ 1.4 billion purchase price and subsequently adjusted to fair value using changes to market conditions impacting the cash flow assumptions that were priced into the original contract. In December 2025, the buy-in GAC was converted to a buy-out with the remaining settlement obligation transferred to the insurer.
(c) As a practical expedient, certain investment classes which hold securities that are not readily available for redemption and are measured at fair value using the net asset value ("NAV") per share (or its equivalent) have not been classified in the fair value hierarchy. The primary investment classes include alternative and real estate funds. Certain investments report NAV per share on a month or quarter lag. There are no material unfunded commitments with respect to these investment classes.
The following table represents a rollforward of the GAC, which consist of Level 3 assets, as of December 31, 2025:
Year Ended December 31,
2025 2024
Balance, beginning of period $ 1,363 $ 1,464
GAC buy-out ( 1,339 ) —
Unrealized loss ( 24 ) ( 101 )
Balance, end of period $ — $ 1,363
Defined Contribution Benefit Plans
The Company’s employees may participate in the Charter Communications, Inc. 401(k) Savings Plan (the “401(k) Plan”). Employees that qualify for participation can contribute up to 50 % of their salary, on a pre-tax basis, subject to a maximum contribution limit as determined by the IRS. The Company’s matching contribution is discretionary and is equal to 100 % of the amount of the salary reduction the participant elects to defer (up to 6 % of the participant’s eligible compensation), excluding any catch-up contributions and is paid by the Company on a per pay period basis.
For employees who are not eligible to participate in the Company’s long-term incentive plan and who are not covered by a collective bargaining agreement, the Company offers a contribution to the Retirement Accumulation Plan ("RAP"), equal to 3 % of eligible pay. The Company made contributions to the 401(k) plan and RAP totaling $ 546 million, $ 574 million and $ 566 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Employee Stock Purchase Plan
The Company’s Employee Stock Purchase Plan (“ESPP”) allows employees who are not eligible to participate in the Company’s long-term incentive plan to contribute up to 15 % of their eligible earnings or $ 2,500 , whichever is lower, toward
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CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
the semi-annual purchase of shares of Charter Class A common stock. Participants also receive a matching grant of restricted stock units on the date of purchase, the size of which is determined based on the employee’s tenure. Shares of Charter Class A common stock purchased under the ESPP must be held for three years following the date of purchase in order for the matching restricted stock unit grant to cliff vest three years from the date of grant, subject to the participant remaining employed through that date. The ESPP allows for the issuance of 1.5 million shares of Charter Class A common stock. The number of shares issued under the ESPP was 168,269 during the year ended December 31, 2025.
22. Recently Issued Accounting Standards
Accounting Standards Update (“ASU”) No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”)
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, that addresses requests for improved income tax disclosures from investors, lenders, creditors, and other allocators of capital that use the financial statements to make capital allocation decisions. The standard requires enhanced disclosures primarily related to existing rate reconciliation and income taxes paid information to help investors better assess how a company’s operations and related tax risks and tax planning and operational opportunities affect the company’s tax rate and prospects for future cash flows. ASU 2023-09 improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 (year ending December 31, 2025 for the Company). The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a retrospective basis (see Note 17).
ASU No. 2024-03, Disaggregation of Income Statement Expenses - DISE (“ASU 2024-03”)
In November 2024, the FASB issued ASU 2024-03, that requires new financial statement disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense caption. Qualitative disclosures about any remaining amounts in relevant expense line items must be provided. Separate disclosures of total selling expenses and an entity’s definition of those expenses are also required. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 (year ending December 31, 2027 for the Company). Early adoption is permitted. The Company expects the adoption of the standard to result in additional disaggregation of expense captions within its footnote disclosures.
ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (“Subtopic 350-40”): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”)
In September 2025, the FASB issued ASU 2025-06, which amends certain aspects of the accounting for and disclosure of software costs under Subtopic 350-40. The amendments improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods, including methods that entities may use to develop software in the future. ASU 2025-06 is effective for annual periods beginning after December 15, 2027 (year ending December 31, 2028 for the Company). The Company is currently evaluating the impact the adoption of ASU 2025-06 will have on its consolidated financial statements.
ASU No. 2025-10, Accounting for Government Grants Received by Business Entities (“ASU 2025-10”)
In December 2025, the FASB issued ASU 2025-10, to establish guidance on the recognition, measurement, and presentation of government grants received by business entities. ASU 2025-10 is effective for annual periods beginning after December 15, 2028 (year ending December 31, 2029 for the Company). The Company is currently evaluating the impact the adoption of ASU 2025-10 will have on its consolidated financial statements.
23. Parent Company Only Financial Statements
As the result of limitations on, and prohibitions of, distributions, substantially all of the net assets of the consolidated subsidiaries are restricted from distribution to Charter, the parent company. The following condensed parent-only financial statements of Charter account for the investment in Charter Holdco under the equity method of accounting. Comprehensive
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CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
income equaled net income for the years ended December 31, 2025, 2024 and 2023. The financial statements should be read in conjunction with the consolidated financial statements of the Company and notes thereto.
Charter Communications, Inc. (Parent Company Only)
Condensed Balance Sheets
December 31,
2025 2024
ASSETS
Receivables from related party $ 30 $ 10
Prepaid expenses and other current assets 160 19
Investment in subsidiaries 36,614 35,494
Other noncurrent assets 39 21
Total assets $ 36,843 $ 35,544
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities $ 53 $ 397
Deferred income taxes 19,771 18,749
Loans payable - related party 49 50
Other long-term liabilities 916 761
Shareholder's equity 16,054 15,587
Total liabilities and shareholder's equity $ 36,843 $ 35,544
Charter Communications, Inc. (Parent Company Only)
Condensed Statements of Operations
Year Ended December 31,
2025 2024 2023
REVENUES $ 3 $ 3 $ 1
COSTS AND EXPENSES:
Operating costs and expenses 3 3 1
Other operating income, net — — ( 60 )
3 3 ( 59 )
Income from operations — — 60
OTHER INCOME (EXPENSES):
Interest expense, net ( 4 ) ( 4 ) ( 4 )
Equity in income of subsidiaries 6,644 6,640 6,021
6,640 6,636 6,017
Income before income taxes 6,640 6,636 6,077
Income tax expense ( 1,653 ) ( 1,553 ) ( 1,520 )
Net income $ 4,987 $ 5,083 $ 4,557
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CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025, 2024 AND 2023
(dollars in millions, except share or per share data or where indicated)
Charter Communications, Inc. (Parent Company Only)
Condensed Statements of Cash Flows
Year Ended December 31,
2025 2024 2023
NET CASH FLOWS FROM OPERATING ACTIVITIES $ ( 1,027 ) $ ( 1,389 ) $ ( 1,364 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Contribution to subsidiaries ( 718 ) ( 425 ) ( 152 )
Distributions from subsidiaries 6,892 2,960 4,711
Other, net ( 45 ) — —
Net cash flows from investing activities 6,129 2,535 4,559
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options 20 32 22
Purchase of treasury stock ( 5,132 ) ( 1,213 ) ( 3,215 )
Net cash flows from related party loans ( 2 ) 35 ( 2 )
Other, net 12 — —
Net cash flows from financing activities ( 5,102 ) ( 1,146 ) ( 3,195 )
NET INCREASE IN CASH AND CASH EQUIVALENTS — — —
CASH AND CASH EQUIVALENTS, beginning of period — — —
CASH AND CASH EQUIVALENTS, end of period $ — $ — $ —
F-44