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% 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.

Current wording

Charter Communications, Inc. (together with its controlled subsidiaries, “Charter”) is a leading broadband connectivity company with services available to 58 million homes and small to large businesses across 41 states through our Spectrum brand. Founded in 1993, we have evolved from providing cable TV to streaming, and from high-speed Internet to a converged broadband, WiFi and mobile experience. Over the Spectrum Fiber Broadband Network and supported by our 100% U.S.-based employees, we offer Seamless Connectivity and Entertainment with Spectrum Internet, Mobile, TV and Voice products.

Previous wording

The combined entity will assume Cox Communications’ approximately $12.6 billion in outstanding net debt and finance leases.

Current wording

The combined entity will assume Cox Communications’ approximately $12.4 billion in outstanding net debt and finance leases.

Previous 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.

Current wording

During the third quarter of 2025, we added 493,000 mobile lines and video losses improved as compared to the prior year period. Internet losses remained relatively flat as compared to the prior year period. Sales were challenged by the competitive environment offset by lower customer churn. However, we remain focused on improving customer results through our pricing and packaging strategy launched in September 2024 and our brand platform, Life Unlimited. Life Unlimited emphasizes the power of our advanced network and cutting-edge connectivity products and services, and our 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 and just recently launched the Spectrum App Store, a digital storefront that helps customers activate, upgrade, buy and manage their streaming applications in one place. We also continue to evolve other elements of our video product and are deploying Xumo stream boxes to new video customers.

Previous wording

Additionally, our new customer commitments focus on reliable connectivity, transparency, exceptional service and always improving. By continually improving our product set and offering consumers the opportunity to save money by switching to our services, we believe we can continue to penetrate our expanding footprint and sell additional products to our existing customers. We see operational benefits from the targeted investments we made in employee wages and benefits to build employee skill sets and tenure, as well as the continued investments in digitization of our customer service platforms, all with the goal of improving the customer experience, reducing transactions and driving customer growth and retention.

Current wording

Our new customer commitments focus on reliable connectivity, transparency, exceptional service and always improving. By continually improving our product set and offering consumers the opportunity to save money by switching to our services, we believe we can continue to penetrate our expanding footprint and sell additional products to our existing customers. We see operational benefits from the targeted investments we made in employee wages and benefits to build employee skill sets and tenure, as well as the continued investments in digitization of our customer service platforms, all with the goal of improving the customer experience, reducing transactions and driving customer growth and retention.

Previous 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.

Current wording

We spent $582 million and $1.6 billion on our subsidized rural construction initiative during the three and nine months ended September 30, 2025 and activated approximately 124,000 and 336,000 subsidized rural passings, respectively. And we are upgrading our network to deliver symmetrical and multi-gigabit speeds across our footprint as part of our network evolution initiative.

Previous 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).

Current wording

The following table summarizes our customer statistics for Internet, mobile, video and voice as of September 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 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.

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 September 30, 2025 and 2024, customers include approximately 87,100 and 127,300 customers, respectively, whose accounts were over 60 days past due, approximately 10,500 and 11,900 customers, respectively, whose accounts were over 90 days past due and approximately 13,200 and 11,800 customers, respectively, whose accounts were over 120 days past due. Past due totals as of September 30, 2025 reflect in part certain revisions to customer account balances generated by changes to our collection procedures initiated in the third quarter of 2025, which were made to better align with industry practices.

Previous wording

(b)Customer relationships include the number of customers that receive one or more levels of service, encompassing Internet, video, mobile and voice services, without regard to which service(s) such customers receive. Customers who reside in residential multiple dwelling units (“MDUs”) and that are billed under bulk contracts are counted based on the number of billed units within each bulk MDU. Total customer relationships exclude mid-market & large business and mobile-only customer relationships.

Current wording

(b)Customer relationships include the number of customers that receive one or more levels of service, encompassing Internet, mobile, video and voice services, without regard to which service(s) such customers receive. Customers who reside in residential multiple dwelling units (“MDUs”) and that are billed under bulk contracts are counted based on the number of billed units within each bulk MDU. Total customer relationships exclude mid-market & large business and mobile-only customer relationships.

Previous 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.

Current wording

Revenues. Total revenues decreased $123 million during the three months ended September 30, 2025 and remained relatively constant during the nine months ended September 30, 2025 compared to the corresponding periods in 2024. The decrease during the three months ended September 30, 2025 was primarily due to lower customers and lower advertising sales, partly offset by growth in mobile lines and average revenue per customer.

Previous 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.

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 445,000 customers from September 30, 2024 to September 30, 2025.

Previous 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.

Current wording

Residential mobile lines increased by 2.0 million mobile lines from September 30, 2024 to September 30, 2025.

Previous 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.

Current wording

Residential video customers decreased by 414,000 from September 30, 2024 to September 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 and more unfavorable bundled revenue allocation, partly offset by promotional rate step-ups and video rate adjustments that pass-through programming rate increases. Seamless entertainment allocation represents programming costs netted within video revenue. The growth is due to more seamless entertainment applications and higher activations.

Previous wording

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

Current wording

Residential wireline voice customers decreased by 928,000 customers from September 30, 2024 to September 30, 2025.

Previous wording

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

Current wording

Small business customers decreased by 25,000 from September 30, 2024 to September 30, 2025.

Previous 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.

Current wording

Mid-market & large business revenues increased $26 million and $75 million during the three and nine months ended September 30, 2025, respectively, compared to the corresponding periods in 2024 primarily due to an increase in Internet PSUs. Mid-market & large business PSUs increased 21,000 from September 30, 2024 to September 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 $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.

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 $96 million and $173 million during the three and nine months ended September 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 enterprise 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 $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.

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), Rural Development Opportunity Fund (“RDOF”) subsidy revenue, home shopping, wire maintenance fees and other miscellaneous revenues. Other revenues increased $80 million and $307 million during the three and nine months ended September 30, 2025, respectively, compared to the corresponding periods in 2024 primarily due to higher mobile device sales.

Previous 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.

Current wording

Programming costs were approximately $2.2 billion and $2.3 billion for the three months ended September 30, 2025 and 2024, representing 26% and 28% of total operating costs and expenses, respectively, and $6.7 billion and $7.4 billion for the nine months ended September 30, 2025 and 2024, representing 27% 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 $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.

Current wording

Other costs of revenue increased $73 million and $312 million during the three and nine months ended September 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

Field and technology operations increased $53 million and $45 million during the three and six months ended June 30, 2025, respectively, compared to the corresponding periods in 2024 primarily due to higher labor costs, partly driven by storm activity, and network utilities expense.

Current wording

Field and technology operations increased $3 million and $48 million during the three and nine months ended September 30, 2025, respectively, compared to the corresponding periods in 2024 primarily due to higher network utilities and pole rent expense.

Previous 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.

Current wording

Customer operations decreased $19 million during the three months ended September 30, 2025 compared to the corresponding period in 2024 primarily due to lower bad debt expense. Customer operations decreased $33 million during the nine months ended September 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 $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.

Current wording

Marketing and residential sales increased $50 million and $194 million during the three and nine months ended September 30, 2025, respectively, compared to the corresponding periods in 2024 primarily due to a change in sales mix to higher cost sales channels.

Previous 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.

Current wording

Other expense increased $13 million and decreased $59 million during the three and nine months ended September 30, 2025, respectively, compared to the corresponding periods in 2024. The decrease during the nine months ended September 30, 2025 compared to the corresponding period in 2024 is primarily due to one-time favorable adjustments of $75 million.

Previous wording

Depreciation and amortization. Depreciation and amortization expense increased $6 million and decreased $3 million during the three and six months ended June 30, 2025, respectively, compared to the corresponding periods in 2024.

Current wording

Depreciation and amortization. Depreciation and amortization expense increased $15 million and $12 million during the three and nine months ended September 30, 2025, respectively, compared to the corresponding periods in 2024.

Previous 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.

Current wording

Interest expense, net. Net interest expense decreased by $43 million and $183 million for the three and nine months ended September 30, 2025, respectively, compared to the corresponding periods in 2024 primarily due to a decrease in weighted average interest rates and debt.

Previous wording

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

Current wording

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

Previous wording

See Note 10 and the Note referenced above to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for more information.

Current wording

See Note 10 and the Notes referenced above to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for more information.

Previous 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.

Current wording

Income tax expense. We recognized income tax expense of $418 million and $1.3 billion for the three and nine months ended September 30, 2025, respectively, and $406 million and $1.3 billion for the three and nine months ended September 30, 2024, respectively.

Previous 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.

Current wording

Net income attributable to Charter shareholders. Net income attributable to Charter shareholders decreased $143 million and increased $38 million during the three and nine months ended September 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 $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.

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 $350 million and $1.1 billion for the three and nine months ended September 30, 2025, respectively, and $373 million and $1.1 billion for the three and nine months ended September 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 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.”

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 September 30, 2025 was $95.0 billion, consisting of $12.4 billion of credit facility debt, $55.4 billion of investment grade senior secured notes and $27.3 billion of high-yield senior unsecured notes. Our split credit rating allows us to access both the investment grade debt and the high yield debt markets. 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 September 30, 2025, the carrying value of the EIP Financing Facility was $1.4 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

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.

Current 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 $4.2 billion for the three and nine months ended September 30, 2025, respectively, and $1.6 billion and $3.3 billion for the three and nine months ended September 30, 2024, respectively. See the table below for factors impacting free cash flow during the three and nine months ended September 30, 2025 compared to the corresponding prior periods. As of September 30, 2025, the amount available under our credit facilities was approximately $4.0 billion and cash on hand was approximately $464 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 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.

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 4.2 times as of September 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

Excluding purchases from Liberty Broadband discussed below, during the three and six months ended June 30, 2025, Charter purchased in the public market approximately 3.0 million and 4.2 million shares of Charter Class A common stock for approximately $1.1 billion and $1.6 billion, respectively, and during the three and six months ended June 30, 2024, Charter purchased in the public market approximately 1.2 million and 2.4 million shares of Charter Class A common stock for approximately $323 million and $714 million, respectively. Since the beginning of its buyback program in September 2016 through June 30, 2025, Charter has purchased approximately 169.2 million shares of Class A common stock and Charter Holdings common units for approximately $75.8 billion, including purchases from Liberty Broadband and A/N discussed below.

Current wording

Excluding purchases from Liberty Broadband discussed below, during the three and nine months ended September 30, 2025, Charter purchased in the public market approximately 6.4 million and 10.6 million shares of Charter Class A common stock for approximately $1.8 billion and $3.4 billion, respectively, and during the three and nine months ended September 30, 2024, Charter purchased in the public market approximately 0.3 million and 2.7 million shares of Charter Class A common stock for approximately $108 million and $822 million, respectively. Since the beginning of its buyback program in September 2016 through September 30, 2025, Charter has purchased approximately 176.8 million shares of Class A common stock and Charter Holdings common units for approximately $78.0 billion, including purchases from Liberty Broadband and A/N discussed below.

Previous wording

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 “combination”), with Fusion Merger Sub 1, LLC surviving the upstream merger as a wholly owned subsidiary of Charter.

Current wording

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.

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

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 Letter Agreement Amendment provides that Liberty Broadband will be exempt from the standstill restrictions and the ownership cap under the Second Amended and Restated Stockholders Agreement among Charter, Liberty Broadband and A/N, dated as of May 23, 2015 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. During the three and nine months ended September 30, 2025, Charter purchased from Liberty Broadband 0.9 million and 2.5 million shares of Charter Class A common stock for approximately $300 million and $900 million, respectively, and during the three and nine months ended September 30, 2024, Charter purchased from Liberty Broadband 0.4 million and 0.7 million shares of Charter Class A common stock for approximately $110 million and $226 million, respectively.

Previous 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.

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 nine months ended September 30, 2025, Charter Holdings purchased from A/N 0.3 million and 1.0 million Charter Holdings common units for approximately $121 million and $373 million, respectively, and during the three and nine months ended September 30, 2024, Charter Holdings purchased from A/N 0.1 million and 0.6 million Charter Holdings common units for approximately $44 million and $185 million, respectively.

Previous 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.

Current wording

As of September 30, 2025, Charter had remaining board authority to purchase an additional $252 million 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

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). We do not expect the OBBBA to have a material impact to income tax expense on our financial statements; however, we do expect to defer significant cash taxes to future years as a result of the bill.

Current wording

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). The OBBBA reduced cash paid for taxes during the three and nine months ended September 30, 2025.

Previous 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):

Current wording

Free cash flow increased $2 million and $958 million during the three and nine months ended September 30, 2025, respectively, compared to the corresponding prior periods in 2024 due to the following (dollars in millions):