CHARTER COMMUNICATIONS, INC. /MO/

Previous wording

Charter Communications, Inc. (together with its controlled subsidiaries, “Charter”) is a leading broadband connectivity company and cable operator with services available to more than 57 million homes and businesses in 41 states through our Spectrum brand. Over an advanced communications network, supported by a 100% US-based workforce, we offer a full range of state-of-the-art residential and business services including Spectrum Internet, TV, Mobile and Voice.

Current wording

Charter Communications, Inc. (together with its controlled subsidiaries, “Charter”) is a leading broadband connectivity company and cable operator with services available to more than 57 million homes and businesses in 41 states through our Spectrum brand. Over an advanced communications network, supported by a 100% U.S.-based workforce, we offer a full range of state-of-the-art residential and business services including Spectrum Internet, TV, Mobile and Voice.

Previous wording

During the first quarter of 2025, we added 514,000 mobile lines while Internet and video losses improved as compared to the prior year period. The improvement in our customer results was partly driven by the new pricing and packaging strategy launched in September 2024 at the same time we launched our new brand platform, Life Unlimited. Life Unlimited emphasizes the power of our advanced network and cutting-edge connectivity products and services, and our new and simplified pricing and packaging strategy better utilizes our seamless connectivity and entertainment products to offer lower promotional and persistent bundled pricing to drive growth. Our Internet and mobile product bundles provide a differentiated connectivity experience by bringing together Spectrum Internet, Advanced WiFi and Unlimited Spectrum Mobile to offer consumers fast, reliable and secure online connections on their favorite devices at home and on the go in high-value packages. We have completed deals with every major programmer to deliver better flexibility and greater value to our customers by including seamless entertainment applications with our Spectrum TV services at no additional cost. We also continue to evolve our video product and are deploying Xumo stream boxes to new video customers.

Current wording

During the second quarter of 2025, we added 500,000 mobile lines while Internet and video losses improved as compared to the prior year period. The improvement in our customer results was partly driven by the new pricing and packaging strategy launched in September 2024 at the same time we launched our new brand platform, Life Unlimited, as well as the end of the Federal Communications Commission’s (“FCC”) Affordable Connectivity Program subsidies which impacted the second quarter of 2024. Life Unlimited emphasizes the power of our advanced network and cutting-edge connectivity products and services, and our new and simplified pricing and packaging strategy better utilizes our seamless connectivity and entertainment products to offer lower promotional and persistent bundled pricing to drive growth. Our Internet and mobile product bundles provide a differentiated connectivity experience by bringing together Spectrum Internet, Advanced WiFi and Unlimited Spectrum Mobile to offer consumers fast, reliable and secure online connections on their favorite devices at home and on the go in high-value packages. We have completed deals with every major programmer to deliver better flexibility and greater value to our customers by including seamless entertainment applications with our Spectrum TV services at no additional cost. In July 2025, we began launching the sale of these seamless entertainment applications to customers à la carte. We also continue to evolve other elements of our video product and are deploying Xumo stream boxes to new video customers.

Previous wording

We spent $468 million on our subsidized rural construction initiative during the three months ended March 31, 2025 and activated approximately 89,000 subsidized rural passings. We are upgrading our network to deliver symmetrical and multi-gigabit speeds across our footprint and are now offering symmetrical speeds in eight markets. In January 2025, we launched 2x1 Gbps service in two markets and will be launching 2x1 speeds in additional markets in 2025.

Current wording

We spent $545 million and $1.0 billion on our subsidized rural construction initiative during the three and six months ended June 30, 2025 and activated approximately 123,000 and 212,000 subsidized rural passings, respectively. We are upgrading our network to deliver symmetrical and multi-gigabit speeds across our footprint.

Previous wording

Adjusted EBITDA is defined as net income attributable to Charter shareholders plus net income attributable to noncontrolling interest, interest expense, net, income taxes, depreciation and amortization, stock compensation expense, other income (expenses), net and other operating (income) expenses, net, such as special charges and (gain) loss on sale or retirement of assets. See “Use of Adjusted EBITDA and Free Cash Flow” for further information on Adjusted EBITDA and free cash flow.

Current wording

Adjusted EBITDA is defined as net income attributable to Charter shareholders plus net income attributable to noncontrolling interest, interest expense, net, income taxes, depreciation and amortization, stock compensation expense, other income (expenses), net and other operating (income) expenses, net, such as special charges, merger and acquisition costs and (gain) loss on sale or retirement of assets. See “Use of Adjusted EBITDA and Free Cash Flow” for further information on Adjusted EBITDA and free cash flow.

Previous wording

Growth in total revenue was primarily due to mobile line growth and higher average revenue per customer, partly offset by lower customers. Adjusted EBITDA and income from operations growth was driven by growth in revenue and decreases in operating costs and expenses, primarily programming expense and labor costs, and other expense which was favorably impacted by one-time favorable adjustments, partly offset by an increase in mobile device and other mobile direct costs.

Current wording

Growth in total revenue was primarily due to mobile line growth and higher average revenue per customer, partly offset by lower customers. Adjusted EBITDA and income from operations growth was driven by growth in revenue and decreases in programming expense, partly offset by an increase in mobile device and other mobile direct costs.

Previous wording

In connection with the launch of our Spectrum Business brand, the previously reported “Small and Medium Business (“SMB”)” and “Enterprise” line items have been renamed to “Small Business” and “Mid-Market & Large Business,” respectively. The new terminology did not result in any changes to previously reported customer data. The following table summarizes our customer statistics for Internet, video, mobile and voice as of March 31, 2025 and 2024 (in thousands except per customer data and footnotes).

Current wording

The following table summarizes our customer statistics for Internet, video, mobile and voice as of June 30, 2025 and 2024 (in thousands except per customer data and footnotes).

Previous wording

(a)We calculate the aging of customer accounts based on the monthly billing cycle for each account in accordance with our collection policies. On that basis, as of March 31, 2025 and 2024, customers include approximately 92,200 and 110,000 customers, respectively, whose accounts were over 60 days past due, approximately 10,700 and 42,600 customers, respectively, whose accounts were over 90 days past due and approximately 17,000 and 283,100 customers, respectively, whose accounts were over 120 days past due. The decrease in accounts past due since March 31, 2024 is predominately due to revisions to customer account balances associated with the end of the Federal Communications Commission's Affordable Connectivity Program, including balance write-offs and conversion to payment plans.

Current wording

(a)We calculate the aging of customer accounts based on the monthly billing cycle for each account in accordance with our collection policies. On that basis, as of June 30, 2025 and 2024, customers include approximately 99,400 and 79,400 customers, respectively, whose accounts were over 60 days past due, approximately 11,600 and 10,000 customers, respectively, whose accounts were over 90 days past due and approximately 18,900 and 13,500 customers, respectively, whose accounts were over 120 days past due.

Previous wording

Revenues. Total revenues grew $56 million for the three months ended March 31, 2025 compared to the corresponding period in 2024 primarily due to growth in mobile lines and average revenue per customer, partly offset by lower customers.

Current wording

Revenues. Total revenues grew $81 million and $137 million for the three and six months ended June 30, 2025, respectively, compared to the corresponding periods in 2024 primarily due to growth in mobile lines and average revenue per customer, partly offset by lower customers.

Previous wording

The increase related to rate and product mix was primarily due to promotional rate step-ups, rate adjustments, and less unfavorable bundled revenue allocation. Residential Internet customers decreased by 493,000 customers from March 31, 2024 to March 31, 2025.

Current wording

The increase related to rate and product mix was primarily due to promotional rate step-ups, rate adjustments, and a favorable change in bundled revenue allocation. Residential Internet customers decreased by 450,000 customers from June 30, 2024 to June 30, 2025.

Previous wording

Residential video customers decreased by 951,000 from March 31, 2024 to March 31, 2025. The decrease related to rate and product mix was primarily due to a higher mix of lower priced video packages within our video customer base, costs allocated to seamless entertainment applications and netted within video revenue and more unfavorable bundled revenue allocation, partly offset by promotional rate step-ups and video rate adjustments that pass-through programming rate increases.

Current wording

Residential video customers decreased by 631,000 from June 30, 2024 to June 30, 2025. The decrease related to rate and product mix was primarily due to a higher mix of lower priced video packages within our video customer base, costs allocated to seamless entertainment applications and netted within video revenue and more unfavorable bundled revenue allocation, partly offset by promotional rate step-ups and video rate adjustments that pass-through programming rate increases.

Previous wording

Residential mobile lines increased by 2,071,000 mobile lines from March 31, 2024 to March 31, 2025. The increase related to rate is primarily related to successful conversion of free lines to paying lines and success of our Unlimited Plus plan.

Current wording

Residential mobile lines increased by 2.0 million mobile lines from June 30, 2024 to June 30, 2025. The increase related to rate is primarily related to successful conversion of free lines to paying lines and success of our Unlimited Plus plan partly offset by a less favorable bundled revenue allocation.

Previous wording

Residential wireline voice customers decreased by 1,066,000 customers from March 31, 2024 to March 31, 2025.

Current wording

Residential wireline voice customers decreased by 1.0 million customers from June 30, 2024 to June 30, 2025.

Previous wording

Small business customers decreased by 10,000 from March 31, 2024 to March 31, 2025.

Current wording

Small business customers decreased by 21,000 from June 30, 2024 to June 30, 2025.

Previous wording

Mid-market & large business revenues increased $28 million during the three months ended March 31, 2025 compared to the corresponding period in 2024 primarily due to an increase in Internet PSUs. Mid-market & large business PSUs increased 16,000 from March 31, 2024 to March 31, 2025.

Current wording

Mid-market & large business revenues increased $21 million and $49 million during the three and six months ended June 30, 2025, respectively, compared to the corresponding periods in 2024 primarily due to an increase in Internet PSUs. Mid-market & large business PSUs increased 19,000 from June 30, 2024 to June 30, 2025.

Previous wording

Advertising sales revenues consist primarily of revenues from commercial advertising customers, programmers and other vendors, as well as local cable and advertising on regional sports and news channels. Advertising sales revenues decreased $51 million during the three months ended March 31, 2025 as compared to the corresponding period in 2024 primarily due to a decrease in political, national and local ad revenue, partly offset by higher advanced advertising.

Current wording

Advertising sales revenues consist primarily of revenues from commercial advertising customers, programmers and other vendors, as well as local cable and advertising on regional sports and news channels. Advertising sales revenues decreased $26 million and $77 million during the three and six months ended June 30, 2025, respectively, as compared to the corresponding periods in 2024 primarily due to a decrease in political, national and local ad revenue, partly offset by higher advanced advertising.

Previous wording

Other revenues consist of revenue from mobile and video device sales, processing fees, regional sports and news channels (excluding intercompany charges or advertising sales on those channels), subsidy revenue, home shopping, wire maintenance fees and other miscellaneous revenues. Other revenues increased $94 million during the three months ended March 31, 2025 compared to the corresponding period in 2024 primarily due to higher mobile device sales.

Current wording

Other revenues consist of revenue from mobile and video device sales, processing fees, regional sports and news channels (excluding intercompany charges or advertising sales on those channels), subsidy revenue, home shopping, wire maintenance fees and other miscellaneous revenues. Other revenues increased $133 million and $227 million during the three and six months ended June 30, 2025, respectively, compared to the corresponding periods in 2024 primarily due to higher mobile device sales including a one-time benefit.

Previous wording

Operating costs and expenses. The decrease in our operating costs and expenses, exclusive of items shown separately in the consolidated statements of operations, are attributable to the following (dollars in millions):

Current wording

Operating costs and expenses. The change in our operating costs and expenses, exclusive of items shown separately in the consolidated statements of operations, are attributable to the following (dollars in millions):

Previous wording

Programming costs were approximately $2.3 billion and $2.6 billion for the three months ended March 31, 2025 and 2024, representing 28% and 31% of total operating costs and expenses, respectively. Programming costs consist primarily of costs paid to programmers for basic, premium, video on demand, and pay-per-view programming. Programming costs decreased as a result of fewer video customers and a higher mix of lower cost video packages within our video customer base as well as costs allocated to seamless entertainment applications and netted within video revenue, partly offset by contractual rate adjustments, including renewals and increases in amounts paid for retransmission consent.

Current wording

Programming costs were approximately $2.3 billion and $2.5 billion for the three months ended June 30, 2025 and 2024, representing 27% and 30% of total operating costs and expenses, respectively, and $4.6 billion and $5.0 billion for the six months ended June 30, 2025 and 2024, representing 28% and 30% of total operating costs and expenses, respectively. Programming costs consist primarily of costs paid to programmers for basic, premium, video on demand, and pay-per-view programming. Programming costs decreased as a result of fewer video customers and a higher mix of lower cost video packages within our video customer base as well as costs allocated to seamless entertainment applications and netted within video revenue, partly offset by contractual rate adjustments, including renewals and increases in amounts paid for retransmission consent.

Previous wording

Other costs of revenue increased $126 million during the three months ended March 31, 2025 compared to the corresponding period in 2024 primarily due to higher mobile service direct costs and mobile device sales due to an increase in mobile lines.

Current wording

Other costs of revenue increased $113 million and $239 million during the three and six months ended June 30, 2025, respectively, compared to the corresponding periods in 2024 primarily due to higher mobile service direct costs and mobile device sales due to an increase in mobile lines.

Previous wording

Customer operations decreased $38 million during the three months ended March 31, 2025 compared to the corresponding period in 2024 primarily due to lower labor costs.

Current wording

Customer operations increased $24 million during the three months ended June 30, 2025 compared to the corresponding period in 2024 primarily due to higher bad debt expense and decreased $14 million during the six months ended June 30, 2025 compared to the corresponding period in 2024 primarily due to lower labor costs, partly offset by higher bad debt expense.

Previous wording

Marketing and residential sales increased $68 million during the three months ended March 31, 2025 compared to the corresponding period in 2024 primarily due to our continued focus on driving growth and the launch of our new brand platform, Life Unlimited.

Current wording

Marketing and residential sales increased $76 million and $144 million during the three and six months ended June 30, 2025, respectively, compared to the corresponding periods in 2024 primarily due to higher sales, channel mix and our continued focus on driving growth.

Previous wording

Other expense decreased $82 million during the three months ended March 31, 2025 compared to the corresponding period in 2024 primarily due to one-time favorable adjustments of $75 million as well as lower labor costs.

Current wording

Other expense increased $10 million and decreased $72 million during the three and six months ended June 30, 2025, respectively, compared to the corresponding periods in 2024. The decrease during the six months ended June 30, 2025 compared to the corresponding period in 2024 is primarily due to one-time favorable adjustments of $75 million.

Previous wording

Other operating (income) expenses, net. The change in other operating (income) expenses, net is attributable to the following (dollars in millions):

Current wording

Other operating expenses, net. The change in other operating expenses, net is attributable to the following (dollars in millions):

Previous wording

Interest expense, net. Net interest expense decreased by $75 million for the three months ended March 31, 2025 compared to the corresponding period in 2024 primarily due to a decrease in weighted average interest rates and debt.

Current wording

Interest expense, net. Net interest expense decreased by $65 million and $140 million for the three and six months ended June 30, 2025, respectively, compared to the corresponding periods in 2024 primarily due to a decrease in weighted average interest rates and debt.

Previous wording

Income tax expense. We recognized income tax expense of $445 million and $446 million for the three months ended March 31, 2025 and 2024, respectively.

Current wording

Income tax expense. We recognized income tax expense of $414 million and $859 million for the three and six months ended June 30, 2025, respectively, and $427 million and $873 million for the three and six months ended June 30, 2024, respectively.

Previous wording

Net income attributable to Charter shareholders. Net income attributable to Charter shareholders increased $111 million during the three months ended March 31, 2025 compared to the corresponding period in 2024 primarily as a result of the factors described above.

Current wording

Net income attributable to Charter shareholders. Net income attributable to Charter shareholders increased $70 million and $181 million during the three and six months ended June 30, 2025, respectively, compared to the corresponding periods in 2024 primarily as a result of the factors described above.

Previous wording

Management and Charter’s board of directors use Adjusted EBITDA and free cash flow to assess our performance and our ability to service our debt, fund operations and make additional investments with internally generated funds. In addition, Adjusted EBITDA generally correlates to the leverage ratio calculation under our credit facilities or outstanding notes to determine compliance with the covenants contained in the facilities and notes (all such documents have been previously filed with the Securities and Exchange Commission (the “SEC”)). For the purpose of calculating compliance with leverage covenants, we use Adjusted EBITDA, as presented, excluding certain expenses paid by our operating subsidiaries to other Charter entities. Our debt covenants refer to these expenses as management fees, which were $366 million and $371 million for the three months ended March 31, 2025 and 2024, respectively.

Current wording

Management and Charter’s board of directors use Adjusted EBITDA and free cash flow to assess our performance and our ability to service our debt, fund operations and make additional investments with internally generated funds. In addition, Adjusted EBITDA generally correlates to the leverage ratio calculation under our credit facilities or outstanding notes to determine compliance with the covenants contained in the facilities and notes (all such documents have been previously filed with the Securities and Exchange Commission (the “SEC”)). For the purpose of calculating compliance with leverage covenants, we use Adjusted EBITDA, as presented, excluding certain expenses paid by our operating subsidiaries to other Charter entities. Our debt covenants refer to these expenses as management fees, which were $366 million and $732 million for the three and six months ended June 30, 2025, respectively, and $366 million and $737 million for the three and six months ended June 30, 2024, respectively.

Previous wording

We have significant amounts of debt and require significant cash to fund principal and interest payments on our debt. The principal amount of our debt as of March 31, 2025 was $93.6 billion, consisting of $10.1 billion of credit facility debt, $56.2 billion of investment grade senior secured notes and $27.3 billion of high-yield senior unsecured notes. Our split credit rating allows us to access both the investment grade debt and the high yield debt markets. Additionally, our bankruptcy remote special purpose vehicle is the borrower of a senior secured revolving credit facility to finance the purchase of equipment installment plan receivables with a number of financial institutions (the “EIP Financing Facility”). As of March 31, 2025, the carrying value of the EIP Financing Facility was $1.2 billion. For more information on the EIP Financing Facility, see Note 4 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements.”

Current wording

We have significant amounts of debt and require significant cash to fund principal and interest payments on our debt. The principal amount of our debt as of June 30, 2025 was $94.3 billion, consisting of $10.7 billion of credit facility debt, $56.4 billion of investment grade senior secured notes and $27.3 billion of high-yield senior unsecured notes. Our split credit rating allows us to access both the investment grade debt and the high yield debt markets. Additionally, our bankruptcy remote special purpose vehicle is the borrower of a senior secured revolving credit facility to finance the purchase of equipment installment plan receivables with a number of financial institutions (the “EIP Financing Facility”). As of June 30, 2025, the carrying value of the EIP Financing Facility was $1.3 billion. For more information on the EIP Financing Facility, see Note 5 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements.”

Previous wording

Our projected cash needs and projected sources of liquidity depend upon, among other things, our actual results, and the timing and amount of our expenditures. Free cash flow was $1.6 billion and $358 million for the three months ended March 31, 2025 and 2024, respectively. See the table below for factors impacting free cash flow during the three months ended March 31, 2025 compared to the corresponding prior period. As of March 31, 2025, the amount available under our credit facilities was approximately $6.4 billion and cash on hand was approximately $796 million. We expect to utilize free cash flow, cash on hand and availability under our credit facilities as well as future refinancing transactions to further extend the maturities of our obligations. The timing and terms of any refinancing transactions will be subject to market conditions among other considerations. Additionally, we may, from time to time, and depending on market conditions and other factors, use cash on hand and the proceeds from securities offerings or other borrowings to retire our debt through open market purchases, privately negotiated purchases, tender offers or redemption provisions. We believe we have sufficient liquidity from cash on hand, free cash flow and Charter Operating’s revolving credit facility as well as access to the capital markets to fund our projected cash needs.

Current wording

2025, respectively, and $1.3 billion and $1.7 billion for the three and six months ended June 30, 2024, respectively. See the table below for factors impacting free cash flow during the three and six months ended June 30, 2025 compared to the corresponding prior periods. As of June 30, 2025, the amount available under our credit facilities was approximately $5.8 billion and cash on hand was approximately $606 million. We expect to utilize free cash flow, cash on hand and availability under our credit facilities as well as future refinancing transactions to further extend the maturities of our obligations. The timing and terms of any refinancing transactions will be subject to market conditions among other considerations. Additionally, we may, from time to time, and depending on market conditions and other factors, use cash on hand and the proceeds from securities offerings or other borrowings to retire our debt through open market purchases, privately negotiated purchases, tender offers or redemption provisions. We believe we have sufficient liquidity from cash on hand, free cash flow and Charter Operating’s revolving credit facility as well as access to the capital markets to fund our projected cash needs.

Previous wording

We continue to evaluate the deployment of our cash on hand and anticipated future free cash flow, including investing in our business growth and other strategic opportunities, including expanding the capacity of our network, the expansion of our network through our rural broadband construction initiative, the build-out and deployment of our CBRS spectrum, and mergers and acquisitions as well as stock repurchases and dividends. Charter's target leverage of net debt to the last twelve months Adjusted EBITDA remains at 4 to 4.5 times Adjusted EBITDA, and up to 3.5 times Adjusted EBITDA at the Charter Operating first lien level. Charter's leverage ratio was 4.1 times Adjusted EBITDA as of March 31, 2025. As Adjusted EBITDA grows, we expect to increase the total amount of our indebtedness to maintain leverage within Charter's target leverage range. Excluding purchases from Liberty Broadband Corporation (“Liberty Broadband”) discussed below, during the three months ended March 31, 2025 and 2024, Charter purchased in the public market approximately 1.2 million and 1.2 million shares of Charter Class A common stock, respectively, for approximately $431 million and $391 million, respectively. Since the beginning of its buyback program in September 2016 through March 31, 2025, Charter has purchased approximately 164.7 million shares of Class A common stock and Charter Holdings common units for approximately $74.1 billion, including purchases from Liberty Broadband and A/N discussed below.

Current wording

We continue to evaluate the deployment of our cash on hand and anticipated future free cash flow, including investing in our business growth and other strategic opportunities, including expanding the capacity of our network, the expansion of our network through our rural broadband construction initiative, the build-out and deployment of our CBRS spectrum, and mergers and acquisitions as well as stock repurchases and dividends. Charter's leverage ratio of net debt to the last twelve months Adjusted EBITDA was 4.1 times as of June 30, 2025. Charter plans to maintain a leverage ratio, pro forma for the closing of the Liberty Broadband Corporation (“Liberty Broadband”) combination near the midpoint of its stated range of 4 to 4.5 times Adjusted EBITDA in the period leading up to the Closing, and up to 3.5 times Adjusted EBITDA at the Charter Operating first lien level. Charter plans to adjust its long-term target leverage range after the Closing to 3.5 to 4.0 times Adjusted EBITDA but will still have a significant amount of debt. As Adjusted EBITDA grows, we expect to increase the total amount of our indebtedness to maintain leverage within Charter's target leverage range.

Previous wording

On November 12, 2024, Charter and Liberty Broadband also entered into Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement (the “Stockholders and Letter Agreement Amendment”). The Stockholders and Letter Agreement Amendment sets forth, among other things, the terms of Liberty Broadband’s participation in Charter’s share repurchases during the period between the execution of the merger agreement and the effective time of the merger. 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 as set forth in the Stockholders and Letter Agreement Amendment 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 an unrestricted cash balance of Liberty Broadband and its subsidiaries (other than GCI Holdings, LLC, GCI Spinco (as defined in the merger agreement) and their respective subsidiaries) of $50 million plus (y) the aggregate outstanding principal amount of the Liberty Broadband margin loan. The purchase price payable by Charter to 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 L…

Excerpt shortened here; the source contains the full paragraph.

Current wording

On November 12, 2024, Charter and Liberty Broadband also entered into Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement (the “Stockholders and Letter Agreement Amendment”). The Stockholders and Letter Agreement Amendment sets forth, among other things, the terms of Liberty Broadband’s participation in Charter’s share repurchases during the period between the execution of the merger agreement and the effective time of the merger. 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 as set forth in the Stockholders and Letter Agreement Amendment 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 an unrestricted cash balance of Liberty Broadband and its subsidiaries (other than GCI Holdings, LLC, GCI Spinco (as defined in the merger agreement) and their respective subsidiaries) of $50 million plus (y) the aggregate outstanding principal amount of the Liberty Broadband margin loan. The purchase price payable by Charter to 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 L…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

In December 2016, Charter and A/N entered into a letter agreement, as amended in December 2017 (the “A/N Letter Agreement”), that requires A/N to sell to Charter or to Charter Holdings, on a monthly basis, a number of shares of Charter Class A common stock or Charter Holdings common units that represents a pro rata participation by A/N and its affiliates in any repurchases of shares of Charter Class A common stock from persons other than A/N effected by Charter during the immediately preceding calendar month, at a purchase price equal to the average price paid by Charter for the shares repurchased from persons other than A/N during such immediately preceding calendar month. A/N and Charter both have the right to terminate or suspend the pro rata repurchase arrangement on a prospective basis. During the three months ended March 31, 2025 and 2024, Charter Holdings purchased from A/N 0.1 million and 0.3 million Charter Holdings common units, respectively, for approximately $20 million and $95 million, respectively.

Current wording

In December 2016, Charter and A/N entered into a letter agreement, as amended in December 2017 (the “Existing A/N Letter Agreement”), that requires A/N to sell to Charter or to Charter Holdings, on a monthly basis, a number of shares of Charter Class A common stock or Charter Holdings common units that represents a pro rata participation by A/N and its affiliates in any repurchases of shares of Charter Class A common stock from persons other than A/N effected by Charter during the immediately preceding calendar month, at a purchase price equal to the average price paid by Charter for the shares repurchased from persons other than A/N during such immediately preceding calendar month. 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. 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 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”). Prior to the Trigger Date, the Existing A/N Letter Agreement will remain in full force and continue to govern A/N’s participation in Charter’s share repurchases, except for certain specific amendments set forth in the A/N Repurchase Letter Amendment which became effective upon execution of the A/N Repurchase Letter Amendment, including, in certain circumstances, where A/N elects not to participate in redemptions by Charter Holdings because such participation would cause A/N’s equity interest in Charter to be less than 11% prior to the Trigger Date, A/N may, subject to certain conditions, elect to receive a tax loan from Charter Holdings on the terms set forth in the A/N Repurchase Letter Amendment and in definitive documents in form and substance reasonably satisfactory to Charter and A/N. During the three and six months ended June 30, 2025, Charter Holdings purchased from A/N 0.6 million and 0.7 million Charter Holdings common units for approximately $232 million and $252 million, respectively, and during the three and six months ended June 30, 2024, Charter Holdings purchased from A/N 0.2 million and 0.4 million Charter Holdings common units for approximately $46 million and $141 million, respectively.

Previous wording

As of March 31, 2025, Charter had remaining board authority to purchase an additional $2.7 billion of Charter’s Class A common stock and/or Charter Holdings common units, excluding purchases from Liberty Broadband. Although Charter expects to continue to buy back its common stock consistent with its leverage target range, Charter is not obligated to acquire any particular amount of common stock, and the timing of any purchases that may occur cannot be predicted and will largely depend on market conditions and other potential uses of capital. Purchases may include open market purchases, tender offers or negotiated transactions.

Current wording

As of June 30, 2025, Charter had remaining board authority to purchase an additional $1.3 billion of Charter’s Class A common stock and/or Charter Holdings common units, excluding purchases from Liberty Broadband. Although Charter expects to continue to buy back its common stock consistent with its leverage target range, Charter is not obligated to acquire any particular amount of common stock, and the timing of any purchases that may occur cannot be predicted and will largely depend on market conditions and other potential uses of capital. Purchases may include open market purchases, tender offers or negotiated transactions.

Previous wording

As possible acquisitions, swaps or dispositions arise, we actively review them against our objectives including, among other considerations, improving the operational efficiency, geographic clustering of assets, product development or technology capabilities of our business and achieving appropriate return targets, and we may participate to the extent we believe these possibilities present attractive opportunities. However, there can be no assurance that we will actually complete any acquisitions, dispositions or system swaps, or that any such transactions will be material to our operations or results.

Current wording

As possible acquisitions, swaps or dispositions arise, we actively review them against our objectives including, among other considerations, improving the operational efficiency, geographic clustering of assets, product development or technology capabilities of our business and achieving appropriate return targets, and we may participate to the extent we believe these possibilities present attractive opportunities. However, there can be no assurance that we will actually complete any acquisitions, including the Cox Transactions, dispositions or system swaps, or that any such transactions will be material to our operations or results.

Previous wording

Free cash flow increased $1.2 billion during the three months ended March 31, 2025, respectively, compared to the corresponding prior period in 2024 due to the following (dollars in millions):

Current wording

Free cash flow decreased $250 million and increased $956 million during the three and six months ended June 30, 2025, respectively, compared to the corresponding prior periods in 2024 due to the following (dollars in millions):

Previous wording

Other, net primarily included the payment of a litigation settlement during the three months ended March 31, 2024 compared to the corresponding period in 2025.

Current wording

Other, net primarily included the payment of a litigation settlement during the six months ended June 30, 2024 compared to the corresponding period in 2025.

Previous wording

Cash and Cash Equivalents. We held $796 million and $459 million in cash and cash equivalents as of March 31, 2025 and December 31, 2024, respectively. In addition, we held $70 million and $47 million in restricted cash included in prepaid and other current assets in our consolidated balance sheets as of March 31, 2025 and December 31, 2024, respectively.

Current wording

Cash and Cash Equivalents. We held $606 million and $459 million in cash and cash equivalents as of June 30, 2025 and December 31, 2024, respectively. In addition, we held $43 million and $47 million in restricted cash included in prepaid and other current assets in our consolidated balance sheets as of June 30, 2025 and December 31, 2024, respectively.

Previous wording

Operating Activities. Net cash provided by operating activities increased $1.0 billion during the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to favorable changes in working capital, an increase in Adjusted EBITDA, a decrease in cash paid for interest and the payment of litigation settlements in 2024.

Current wording

Operating Activities. Net cash provided by operating activities increased $771 million during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to an increase in Adjusted EBITDA, a decrease in cash paid for interest and the payment of litigation settlements in 2024.

Previous wording

Investing Activities. Net cash used in investing activities was $2.8 billion and $2.9 billion for the three months ended March 31, 2025 and 2024, respectively. The decrease in cash used was primarily due to a decrease in capital expenditures, partly offset by changes in accrued expenses related to capital expenditures.

Current wording

Investing Activities. Net cash used in investing activities was $5.4 billion and $5.6 billion for the six months ended June 30, 2025 and 2024, respectively. The decrease in cash used was primarily due to a decrease in capital expenditures, partly offset by changes in accrued expenses related to capital expenditures.

Previous wording

Financing Activities. Net cash used in financing activities increased $719 million during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to an increase in the amount by which repayments of debt exceeded borrowings and an increase in the purchase of treasury stock, partly offset by borrowings under the EIP Financing Facility.

Current wording

Financing Activities. Net cash used in financing activities increased $772 million during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily due to an increase in the purchase of treasury stock and decrease in borrowings under the EIP Financing Facility, partly offset by an increase in the amount by which borrowings of long-term debt exceeded repayments.