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•	delays in the completion of the Transactions;

•	the risk that a condition to completion of the Transactions may not be satisfied;

•	the risk that regulatory or other approvals that may be required for the Transactions is delayed, is not obtained or is obtained subject to conditions that are not anticipated;

•	New Charter’s ability to achieve the synergies and value creation contemplated by the Transactions;

•	New Charter’s ability to promptly, efficiently and effectively integrate acquired operations into its own operations;

•	managing a significantly larger company than before the completion of the Transactions;

•	diversion of management time on issues related to the Transactions;

•	changes in Charter’s, TWC’s or Bright House’s businesses, future cash requirements, capital requirements, results of operations, revenues, financial condition and/or cash flows;

•	disruption in the existing business relationships of Charter, TWC and Bright House as a result of the Transactions;

•	the increase in indebtedness as a result of the Transactions, which will increase interest expense and may decrease Charter’s operating flexibility;

•	changes in transaction costs, the amount of fees paid to financial advisors, potential termination fees and the potential payments to TWC’s and Bright House's executive officers in connection with the Transactions;

•	operating costs and business disruption that may be greater than expected; and

•	the ability to retain and hire key personnel and maintain relationships with providers or other business partners pending completion of the Transactions.

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our ability to sustain and grow revenues and cash flow from operations by offering video, Internet, voice, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in our markets and to maintain and grow our customer base, particularly in the face of increasingly aggressive competition, the need for innovation and the related capital expenditures;

•	the impact of competition from other market participants, including but not limited to incumbent telephone companies, direct broadcast satellite operators, wireless broadband and telephone providers, digital subscriber line (“DSL”) providers, video provided over the Internet and providers of advertising over the Internet;

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•	general business conditions, economic uncertainty or downturn, high unemployment levels and the level of activity in the housing sector;

•	our ability to obtain programming at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher programming costs (including retransmission consents);

•	the development and deployment of new products and technologies including our cloud-based user interface, Spectrum Guide®, and downloadable security for set-top boxes;

•	the effects of governmental regulation on our business or potential business combination transactions;

•	any events that disrupt our networks, information systems or properties and impair our operating activities and negatively impact our reputation;

•	the availability and access, in general, of funds to meet our debt obligations prior to or when they become due and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) free cash flow, or (iii) access to the capital or credit markets; and

•	our ability to comply with all covenants in our indentures and credit facilities, any violation of which, if not cured in a timely manner, could trigger a default of our other obligations under cross-default provisions.

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(a)

Adjustment of $1.2 billion to cash and cash equivalents represents the use of TWC’s cash and cash equivalents to reduce the amount of debt issued to fund the TWC transactions. No fair value adjustments are reflected in accounts receivable, net as it is estimated to be at fair value. The adjustment of $2 million to prepaid expenses and other current assets represents the elimination of TWC's current deferred financing fees related to its revolver.

(b)

For purposes of the preliminary purchase price allocation, Charter assumed a 25% increase to the net book value of TWC’s property, plant and equipment. This assumption is based on increases to net book values reflected in valuations previously performed on Charter assets and taking into consideration the recent capital expenditure history of TWC relative to Charter and the status of its all-digital rollout among other factors. The fair values of TWC’s franchises and customer relationships were based on previous valuations of Charter assets performed for general business purposes that were allocated to the TWC cable systems by applying a relative percentage of purchase price allocated to the intangible assets. The valuations previously performed on Charter assets represent valuations performed in 2013 for general business purposes and for a significant business combination. Pro forma valuation metrics derived from previous valuations of Charter assets were used as a basis for determining fair value of TWC assets as such metrics take into consideration market participant assumptions and Charter management’s historical valuation methods. Goodwill represents the residual of the purchase price over the fair values of the identified assets acquired and liabilities assumed.

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(c)	Other noncurrent assets reflect the following adjustments (in millions).

(d)

Adjustment of $19 million to accounts payable and accrued liabilities represents the elimination of $25 million of current deferred revenue as it is assumed to have no fair value as there are no associated payment obligations or substantive performance obligations offset by $6 million which represents the reclassification of $5 million of TWC's capital leases from current portion of long-term debt to accounts payable and accrued liabilities to conform to Charter's classification and $1 million to adjust short-term capital leases to fair value.

(e)

The TWC debt assumed was adjusted to fair value using quoted market values as of March 18, 2016. This adjustment resulted in an increase in long-term debt of $2.0 billion. The fair value adjustment to long-term debt is a result of quoted market values of TWC’s debt being higher than the face amount of the related debt. The quoted market value of a debt instrument is higher than the face amount of the debt when the market interest rates are lower than the stated interest rate of the debt. In acquisition accounting, this results in an increase in debt and a reduction in interest expense to reflect the lower market interest rate.

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(f)	Pro forma adjustments to deferred tax liabilities reflect the following (in millions):

(g)

Adjustment of $234 million to other long-term liabilities represents the elimination of $320 million of deferred liabilities assumed to have no fair value as there are no associated payment obligations or substantive performance obligations offset by $86 million which represents the reclassification of $71 million of TWC's capital leases from long-term debt to other long-term liabilities to conform to Charter's classification and $15 million to adjust long-term capital leases to fair value.

(h)	Represents the elimination of Charter’s noncontrolling interest in a TWC subsidiary.

(i)	Pro forma adjustments to controlling interest of shareholders’ equity reflects the following (in millions).

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(a)	Adjustment to current assets represents the elimination of cash and cash equivalents not assumed in the BHN transactions of $73 million. No fair value adjustments are reflected in accounts receivable, net or prepaid expenses and other current assets as carrying value is estimated to approximate fair value.

(b)

For purposes of the preliminary purchase price allocation, Charter assumed a 25% increase to the net book value of Bright House’s property, plant and equipment. This assumption is based on increases to net book values reflected in valuations previously performed on Charter assets and taking into consideration differences in capitalization policies, recent capital expenditure history of Bright House relative to Charter and the status of its all-digital rollout, among other factors. The fair values of Bright House’s franchises and customer relationships were based on previous valuations of Charter assets that were allocated to the Bright House cable systems by applying a relative percentage of the purchase price allocated to the intangible assets. The valuations previously performed on Charter assets represent valuations performed in 2013 for general business purposes and for a significant business combination. Pro forma valuation metrics derived from previous valuations of Charter assets were used as a basis for determining the fair value of Bright House assets as such metrics take into consideration market participant assumptions and Charter management’s historical valuation methods. Goodwill represents the residual of the purchase price over the fair values of the identified assets acquired and liabilities assumed.

(c)	Adjustment to other noncurrent assets represents an increase of $35 million to adjust Bright House’s equity investments to fair value partially offset by the elimination of BHN deferred financing fees of $1 million.

(d)	Adjustment to total current liabilities represents the elimination of liabilities not assumed in the BHN transactions consisting of $3 million of current pension obligation, $14 million of accrued interest and $343 million of current portion of long-term debt.

(e)	Adjustment to long-term debt represents the elimination of Bright House’s long-term debt not assumed in the BHN transactions and the issuance of new debt to partially fund the BHN transactions. The table below represents the following pro forma cash sources and uses as a result of the BHN transactions.

(f)

The BHN transaction is assumed to be a non-taxable business combination for pro forma purposes. No pro forma adjustment was recorded to net deferred tax liabilities directly attributable to the BHN transactions in the unaudited pro forma consolidated balance sheet. New Charter’s difference between book and tax basis in its investment in the Charter Holdings partnership, and underlying net assets, is not anticipated to change following A/N’s contribution of the Bright House assets and liabilities. New Charter will record net deferred tax liabilities related to its investment, and its underlying net assets, in Charter Holdings following the BHN transactions based on future differences that arise between book and tax.

(g)	Represents the elimination of $395 million of pension and other benefits related to long-term liabilities not assumed and the elimination of $29 million of other long-term deferred liabilities assumed to have no fair value as there are no associated payment obligations or substantive performance obligations.

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(h)	Adjustment to noncontrolling interest reflects the following adjustments (in millions).

(i)	Pro forma adjustment to controlling interest of shareholders’ equity reflects the following (in millions).

(a)	Adjustment to revenues and operating costs and expenses reflect the following adjustments for the year ended December 31, 2015 (in millions).

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(b)	Charter increased depreciation and amortization by $3.4 billion for the year ended December 31, 2015 as follows (in millions).

(c)	For the year ended December 31, 2015, other operating (income) expenses, net decreased by$149 million as follows (in millions).

(d)	For the year ended December 31, 2015, interest expense, net increased by $397 million as follows (in millions).

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(e)

As discussed in Note 1(f) above, Charter determined that TWC’s reversing deferred tax liabilities provide a source of future taxable income in the combined entity, resulting in a reduction of substantially all of Charter’s preexisting valuation allowance. The pro forma adjustment to income taxes includes the incremental pro forma tax benefit relating to the legacy Charter operations under the assumption the Charter tax calculation no longer reflects the effects of the preexisting valuation allowance. Thus, the income tax benefit impact of the pro forma adjustments was determined by applying an estimated New Charter tax rate of 39% to the pro forma loss before taxes of New Charter following the TWC transactions, resulting in a $444 million income tax benefit in the unaudited pro forma consolidated statements of operations for the year ended December 31, 2015. The pro forma income tax benefit does not reflect the effects of any special partnership tax allocations as these effects are currently not estimable.

(f)	Completion of the TWC transactions includes a conversion of all of Charter’s existing Class A common stock into 0.9042 shares of New Charter Class A common stock. This Parent Merger Exchange Ratio is applied to all legacy Charter Class A common stock and to stock issued to TWC stockholders and Liberty. This will result in the following adjustment to weighted average common shares outstanding.

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(a)	Adjustment to revenues and operating costs and expenses reflect the following adjustments for year ended December 31, 2015 (in millions).

(b)	Charter increased depreciation and amortization by $357 million for the year ended December 31, 2015 as follows (in millions).

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(c)	For the year ended December 31, 2015, other operating (income) expenses, net decreased by $11 million as follows (in millions).

(d)

For the year ended December 31, 2015, interest expense, net, increased by $4 million representing the expected change in interest expense on new debt to be incurred to fund the BHN transactions and related amortization of deferred financing fees offset by the elimination of historical interest expense incurred by Bright House as debt is not assumed in the BHN transactions and repayment of Charter Operating’s revolving credit facility. For pro forma purposes the $2.0 billion of debt issued for the BHN transactions was assumed to be based on current market interest rates on bank debt. A 0.125% change in interest rates would increase (decrease) interest expense by $3 million for the year ended December 31, 2015.

(e)

The $219 million adjustment to income tax benefit for the year ended December 31, 2015 was determined by applying an estimated New Charter tax rate of 39% to pro forma loss before income taxes of New Charter following the TWC transactions and BHN transactions, less the impact on the tax rate as a result of the noncontrolling interest allocation of the Charter Holdings partnership which is treated as a permanent item for tax purposes in the combined entities’ pro forma tax benefit calculation. The resulting income tax benefit of $225 million is reflected in the unaudited consolidated statements of operations for the year ended December 31, 2015. The resulting effective tax rate of 46% for the year ended December 31, 2015 is a result of the permanent treatment of the noncontrolling interest expense. The pro forma income tax benefit does not reflect the effects of any special partnership tax allocations as these effects are currently not estimable.

(f)	Reflects the following noncontrolling interest adjustment for the year ended December 31, 2015 as follows (dollars in millions).

(g)

Completion of the TWC transactions includes a conversion of all of Charter’s existing Class A common stock into 0.9042 shares of New Charter Class A common stock. This Parent Merger Exchange Ratio is applied to all legacy Charter Class A common stock and to stock issued to Liberty and A/N. This will result in the following adjustment to weighted average common shares outstanding for the year ended December 31, 2015.

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(1)	Organization and Summary of Significant Accounting Policies

(a)	Description of Business

(b)	Basis of Consolidation

(c)	Revenues and Costs

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(d)	Cash and Cash Equivalents

(e)	Marketable Securities

(f)	Fair Value Disclosures

Level 1 -	Defined as observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities

Level 2 -	Defined as observable inputs other than Level 1 inputs. These include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 -	Defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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(g)	Accounts Receivable

(h)	Property, Plant, and Equipment

(i)	Investments

(j)	Goodwill

(k)	Intangible Assets

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(l)	Impairment of Long‑Lived, Indefinite‑Lived Assets and Goodwill

(m)	Income Taxes

(n)	Use of Estimates

(2)	Charter Agreement

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(3)	Property, Plant, and Equipment, Net

(4)	Marketable Securities

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(5)	Investments

(6)	Intangible Assets and Goodwill

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(7)	Accounts Payable and Other Current Liabilities

(8)	Long‑Term Debt

(a)	Interest on senior notes is payable semi annually at a fixed annual interest rate of 7.25%. The principal is payable in full at maturity. $200 million of principal was due and repaid in full on January 25, 2016 and $100 million of principal was due and repaid in full on February 17, 2016.

(b)	Interest on senior notes is payable semi annually at a fixed annual interest rate of 7.50%. The principal is payable in annual payments of $42.9 million.

(c)

The Company pays interest rates equal to LIBOR plus 1.125% on its revolver loans and a commitment fee of 0.125% per annum on the unused portion of the facility. Of the $500 million total facility, up to $466.3 million remained available at December 31, 2015. The reduction in borrowing capacity relates to $33.7 million in letters of credit at December 31, 2015 (note 13). The revolving credit facility terminates on July 29, 2018.

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(9)	Other Liabilities

(10)	Accumulated Other Comprehensive Loss

(11)	Pension and Other Postretirement Benefits

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(1)	Excludes accruals relating to trades that were not settled as of December 31, 2015.

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(a)	Equity securities

(b)	Global asset allocation funds

(c)	Fixed income, cash, annuity contracts

(d)	Alternatives

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(12)	Related Party Transactions

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(13)	Commitments and Contingencies

a.	The Company has certain pending lawsuits, which, in the opinion of management, will not have a material adverse effect upon the financial condition of the Company.

b.	As of December 31, 2015, the Company is contingently liable for affiliated pension liabilities of $576 million (affiliates’ share of accumulated benefit obligation in excess of plan assets). As of December 31, 2015, the Company does not expect that any contributions will be made on behalf of any of the affiliates.

c.	The Company pays for programming provided to its subscribers under joint contracts with TWC. Contract rates are based on subscriber counts that include TWC’s and the Company’s subscribers. The Company’s programming costs could increase if contract rates were negotiated based solely on the Company’s subscriber counts.

d.	Many of the Company’s franchise agreements and utility pole leases require the Company to remove its cable wires and other equipment upon termination of the respective agreements. The Company has concluded that the fair value of these asset retirement obligations cannot be reasonably estimated since the range of potential settlement dates is not determinable.

e.	Cash distributions by the Company for non-tax purposes are restricted by the existing note purchase agreement with third‑party lenders (the Agreement). The Company may make cash distributions during any fiscal quarter so long as the Adjusted Consolidated Net Worth (as defined) as of such date less the amount of such cash distribution is not less than $1 billion.

f.	The Company had $33.7 million and $34.4 million of letters of credit as of December 31, 2015 and December 31, 2014, respectively.

g.	The Company is liable under various operating leases for office space which expire on various dates through 2039. Certain lease agreements include escalation clauses. The Company also rents space on utility poles for its operations. The pole rental agreements are for varying terms and management anticipates renewals as they expire.

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(14)	Subsequent Events