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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 10-Q
______________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2020
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From             to             

Commission File Number: 001-33664
https://cdn.kscope.io/00a5f1d19c180e70b7227aae1922effc-chtr-20200630_g1.jpg
Charter Communications, Inc.
(Exact name of registrant as specified in its charter)

Delaware
84-1496755
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
400 Atlantic Street
Stamford
Connecticut
06901
(Address of Principal Executive Offices)
(Zip Code)
(203) 905-7801
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock $.001 Par ValueCHTRNASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company   Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes   No x

Number of shares of Class A common stock outstanding as of June 30, 2020: 204,899,176

Number of shares of Class B common stock outstanding as of June 30, 2020: 1




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CHARTER COMMUNICATIONS, INC.
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2020

TABLE OF CONTENTS
Page No.

This quarterly report on Form 10-Q is for the three and six months ended June 30, 2020. The United States Securities and Exchange Commission (“SEC”) allows us to “incorporate by reference” information that we file with the SEC, which means that we can disclose important information to you by referring you directly to those documents. In this quarterly report, “Charter,” “we,” “us” and “our” refer to Charter Communications, Inc. and its subsidiaries.

i


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding, among other things, our plans, strategies and prospects, both business and financial including, without limitation, the forward-looking statements set forth in the “Results of Operations” and “Liquidity and Capital Resources” sections under Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this quarterly report. Although we believe that our plans, intentions and expectations as reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under “Risk Factors” under Part I, Item 1A of our most recent Form 10-K filed with the SEC. Many of the forward-looking statements contained in this quarterly report may be identified by the use of forward-looking words such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,” “on track,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “initiatives,” “seek,” “would,” “could,” “continue,” “ongoing,” “upside,” “increases,” “focused on” and “potential,” among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this quarterly report are set forth in this quarterly report on Form 10-Q, in our annual report on Form 10-K, and in other reports or documents that we file from time to time with the SEC, and include, but are not limited to:

the impact of the COVID-19 pandemic on the economy, our customers, our vendors, local, state and federal governmental responses to the pandemic and our businesses generally;
our ability to sustain and grow revenues and cash flow from operations by offering Internet, video, voice, mobile, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in our service areas 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 ("DBS") operators, wireless broadband and telephone providers, digital subscriber line (“DSL”) providers, fiber to the home providers and providers of video content over broadband Internet connections;
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);
our ability to develop and deploy new products and technologies including mobile products and any other consumer services and service platforms;
any events that disrupt our networks, information systems or properties and impair our operating activities or our reputation;
the effects of governmental regulation on our business including costs, disruptions and possible limitations on operating flexibility related to, and our ability to comply with, regulatory conditions applicable to us as a result of the Time Warner Cable Inc. and Bright House Networks, LLC transactions;
general business conditions, economic uncertainty or downturn, including the impacts of the COVID-19 pandemic to unemployment levels and the level of activity in the housing sector;
the ability to retain and hire key personnel;
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.

All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. We are under no duty or obligation to update any of the forward-looking statements after the date of this quarterly report.

ii


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in millions, except share data)
June 30,
2020
December 31,
2019
(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$2,097  $3,483  
Accounts receivable, less allowance for doubtful accounts of $218 and $151, respectively
1,994  2,227  
Prepaid expenses and other current assets674  761  
Total current assets4,765  6,471  
RESTRICTED CASH5  66  
INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net of accumulated depreciation of $29,138 and $27,656, respectively
34,074  34,591  
Customer relationships, net6,486  7,453  
Franchises67,322  67,322  
Goodwill29,554  29,554  
Total investment in cable properties, net137,436  138,920  
OTHER NONCURRENT ASSETS2,930  2,731  
Total assets$145,136  $148,188  
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities$8,436  $8,885  
Current portion of long-term debt706  3,500  
Total current liabilities9,142  12,385  
LONG-TERM DEBT77,663  75,578  
DEFERRED INCOME TAXES17,789  17,711  
OTHER LONG-TERM LIABILITIES4,141  3,703  
SHAREHOLDERS’ EQUITY:
Class A common stock; $0.001 par value; 900 million shares authorized;
212,393,939 and 209,975,963 shares issued, respectively
    
Class B common stock; $0.001 par value; 1,000 shares authorized;
1 share issued and outstanding
    
Preferred stock; $0.001 par value; 250 million shares authorized;
no shares issued and outstanding
    
Additional paid-in capital31,661  31,405  
Retained earnings 1,202  40  
Treasury stock at cost; 7,494,763 and no shares, respectively
(3,507)   
Accumulated other comprehensive loss    
Total Charter shareholders’ equity 29,356  31,445  
Noncontrolling interests7,045  7,366  
Total shareholders’ equity36,401  38,811  
Total liabilities and shareholders’ equity$145,136  $148,188  

The accompanying notes are an integral part of these consolidated financial statements.
1


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in millions, except per share data)
Unaudited
Three Months Ended June 30, Six Months Ended June 30,
2020201920202019
REVENUES$11,696  $11,347  $23,434  $22,553  
COSTS AND EXPENSES:
Operating costs and expenses (exclusive of items shown separately below)
7,297  7,244  14,729  14,480  
Depreciation and amortization2,428  2,500  4,925  5,050  
Other operating expenses, net2  62  9  57  
9,727  9,806  19,663  19,587  
Income from operations1,969  1,541  3,771  2,966  
OTHER INCOME (EXPENSES):
Interest expense, net
(957) (945) (1,937) (1,870) 
Loss on extinguishment of debt(36)   (63)   
Gain (loss) on financial instruments, net
64  (119) (254) (82) 
Other pension benefits, net11  9  21  18  
Other expense, net(9) (16)   (126) 
(927) (1,071) (2,233) (2,060) 
Income before income taxes1,042  470  1,538  906  
Income tax expense
(166) (84) (195) (203) 
Consolidated net income876  386  1,343  703  
Less: Net income attributable to noncontrolling interests(110) (72) (181) (136) 
Net income attributable to Charter shareholders$766  $314  $1,162  $567  
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CHARTER SHAREHOLDERS:
Basic$3.72  $1.41  $5.62  $2.54  
Diluted$3.63  $1.39  $5.48  $2.50  
Weighted average common shares outstanding, basic
205,777,438  222,392,274  206,804,371  223,505,016  
Weighted average common shares outstanding, diluted
210,906,946  225,942,172  212,158,218  226,889,745  


The accompanying notes are an integral part of these consolidated financial statements.
2


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(dollars in millions)
Unaudited
Class A Common StockClass B Common StockAdditional Paid-in CapitalRetained Earnings Treasury StockAccumulated Other Comprehensive LossTotal Charter Shareholders’ EquityNon-controlling InterestsTotal Shareholders’ Equity
BALANCE, December 31, 2019$  $  $31,405  $40  $  $  $31,445  $7,366  $38,811  
Consolidated net income      396      396  71  467  
Stock compensation expense    90        90    90  
Exercise of stock options    93        93    93  
Issuance of equity    23        23    23  
Purchases of treasury stock        (2,352)   (2,352)   (2,352) 
Purchase of noncontrolling interest, net of tax    (149)       (149) (195) (344) 
Change in noncontrolling interest ownership, net of tax    82        82  (109) (27) 
Distributions to noncontrolling interest              (39) (39) 
BALANCE, March 31, 2020    31,544  436  (2,352)   29,628  7,094  36,722  
Consolidated net income      766      766  110  876  
Stock compensation expense    90        90    90  
Exercise of stock options    28        28    28  
Purchases of treasury stock        (1,155)   (1,155)   (1,155) 
Purchase of noncontrolling interest, net of tax    (42)       (42) (69) (111) 
Change in noncontrolling interest ownership, net of tax    41        41  (52) (11) 
Distributions to noncontrolling interest              (38) (38) 
BALANCE, June 30, 2020$  $  $31,661  $1,202  $(3,507) $  $29,356  $7,045  $36,401  

Class A Common StockClass B Common StockAdditional Paid-in CapitalRetained Earnings Treasury StockAccumulated Other Comprehensive LossTotal Charter Shareholders’ EquityNon-controlling InterestsTotal Shareholders’ Equity
BALANCE, December 31, 2018$  $  $33,507  $2,780  $  $(2) $36,285  $7,987  $44,272  
Consolidated net income      253      253  64  317  
Stock compensation expense    85        85    85  
Exercise of stock options    44        44    44  
Purchases of treasury stock        (940)   (940)   (940) 
Purchase of noncontrolling interest, net of tax    (15)       (15) (74) (89) 
Change in noncontrolling interest ownership, net of tax    22        22  (29) (7) 
Distributions to noncontrolling interest              (39) (39) 
BALANCE, March 31, 2019    33,643  3,033  (940) (2) 35,734  7,909  43,643  
Consolidated net income      314      314  72  386  
Stock compensation expense    82        82    82  
Exercise of stock options    37        37    37  
Purchases of treasury stock        (861)   (861)   (861) 
Purchase of noncontrolling interest, net of tax    (37)       (37) (111) (148) 
Change in noncontrolling interest ownership, net of tax    17        17  (23) (6) 
Distributions to noncontrolling interest              (39) (39) 
BALANCE, June 30, 2019$  $  $33,742  $3,347  $(1,801) $(2) $35,286  $7,808  $43,094  

The accompanying notes are an integral part of these consolidated financial statements.
3


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in millions)
Unaudited
Six Months Ended June 30,
20202019
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income $1,343  $703  
Adjustments to reconcile consolidated net income to net cash flows from operating activities:
Depreciation and amortization4,925  5,050  
Stock compensation expense180  167  
Noncash interest income, net(21) (72) 
Other pension benefits, net(21) (18) 
Loss on extinguishment of debt63    
Loss on financial instruments, net254  82  
Deferred income taxes101  137  
Other, net(17) 151  
Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
Accounts receivable233  (337) 
Prepaid expenses and other assets(164) (176) 
Accounts payable, accrued liabilities and other(127) (240) 
Net cash flows from operating activities6,749  5,447  
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment(3,338) (3,262) 
Change in accrued expenses related to capital expenditures(174) (428) 
Real estate investments through variable interest entities(81) (64) 
Other, net(8) 8  
Net cash flows from investing activities(3,601) (3,746) 
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt7,322  10,714  
Repayments of long-term debt(7,892) (10,123) 
Payments for debt issuance costs(62) (32) 
Issuance of equity23    
Purchase of treasury stock(3,507) (1,801) 
Proceeds from exercise of stock options121  81  
Purchase of noncontrolling interest(518) (254) 
Distributions to noncontrolling interest(77) (78) 
Borrowings for real estate investments through variable interest entities24    
Distributions to variable interest entities noncontrolling interest(4)   
Other, net(25) (127) 
Net cash flows from financing activities(4,595) (1,620) 
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH(1,447) 81  
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period3,549  765  
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period$2,102  $846  
CASH PAID FOR INTEREST$1,985  $2,017  
CASH PAID FOR TAXES$50  $43  

The accompanying notes are an integral part of these consolidated financial statements.
4


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)


1. Organization and Basis of Presentation

Organization

Charter Communications, Inc. (together with its controlled subsidiaries, “Charter,” or the “Company”) is a leading broadband connectivity company and cable operator. Over an advanced communications network, the Company offers a full range of state-of-the-art residential and business services including Spectrum Internet, TV, Mobile and Voice. For small and medium-sized companies, Spectrum Business® delivers the same suite of broadband products and services coupled with special features and applications to enhance productivity, while for larger businesses and government entities, Spectrum Enterprise provides highly customized, fiber-based solutions. Spectrum Reach® delivers tailored advertising and production for the modern media landscape. The Company also distributes award-winning news coverage, sports and high-quality original programming to its customers through Spectrum Networks and Spectrum Originals.

Charter is a holding company whose principal asset is a controlling equity interest in Charter Communications Holdings, LLC (“Charter Holdings”), an indirect owner of Charter Communications Operating, LLC (“Charter Operating”) under which substantially all of the operations reside. All significant intercompany accounts and transactions among consolidated entities have been eliminated.

The Company’s operations are managed and reported to its Chairman and Chief Executive Officer (“CEO”), the Company’s chief operating decision maker, on a consolidated basis. The CEO assesses performance and allocates resources based on the consolidated results of operations. Under this organizational and reporting structure, the Company has one reportable segment, cable services.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures typically included in Charter’s Annual Report on Form 10-K have been condensed or omitted for this quarterly report. The accompanying consolidated financial statements are unaudited and are subject to review by regulatory authorities. However, in the opinion of management, such financial statements include all adjustments, which consist of only normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. Interim results are not necessarily indicative of results for a full year.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant judgments and estimates include capitalization of labor and overhead costs, impairments of franchises and goodwill, pension benefits and income taxes. Actual results could differ from those estimates.

Certain prior period amounts have been reclassified to conform with the 2020 presentation.


5


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)

2. Franchises, Goodwill and Other Intangible Assets

Indefinite-lived and finite-lived intangible assets consist of the following as of June 30, 2020 and December 31, 2019:

June 30, 2020December 31, 2019
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Indefinite-lived intangible assets:
Franchises$67,322  $—  $67,322  $67,322  $—  $67,322  
Goodwill29,554  —  29,554  29,554  —  29,554  
Trademarks159  —  159  159  —  159  
$97,035  $—  $97,035  $97,035  $—  $97,035  
Finite-lived intangible assets:
Customer relationships$18,230  $(11,744) $6,486  $18,230  $(10,777) $7,453  
Other intangible assets405  (141) 264  405  (122) 283  
$18,635  $(11,885) $6,750  $18,635  $(10,899) $7,736  

Amortization expense related to customer relationships and other intangible assets for the three and six months ended June 30, 2020 was $478 million and $986 million, respectively, and $548 million and $1.1 billion for the three and six months ended June 30, 2019, respectively.
The Company expects amortization expense on its finite-lived intangible assets will be as follows:

Six months ended December 31, 2020$889  
20211,599  
20221,329  
20231,072  
2024821  
Thereafter1,040  
$6,750  

Actual amortization expense in future periods will differ from these estimates as a result of new intangible asset acquisitions or divestitures, changes in useful lives, impairments and other relevant factors.

3. Investments

Real Estate Investments through Variable Interest Entities

In July 2018, the Company entered into a build-to-suit lease arrangement with a single-asset special purpose entity ("SPE Building 1") to build the first building in the building complex for the new Charter headquarters in Stamford, Connecticut. The SPE Building 1 obtained a first-lien mortgage note to finance the construction with fixed monthly payments through July 15, 2035 with a 5.612% coupon interest rate. All payments of the mortgage note are guaranteed by Charter. The initial term of the lease is 15 years commencing August 1, 2020, with no termination options. At the end of the lease term there is a mirrored put option for the SPE to sell the property to Charter and call option for Charter to purchase the property for a fixed purchase price.

In April 2020, the Company entered into a build-to-suit lease agreement with a second special purpose entity (“SPE Building 2”) to build the adjoining building and atrium, in the building complex for the new Charter headquarters in Stamford, Connecticut. As of June 30, 2020, Charter does not guarantee the financing for SPE Building 2. The initial term of the lease is 15 years commencing February 26, 2022, with no termination options. At the end of the lease term there is a put option for the SPE Building 2 to sell the property to Charter for a fixed price. If SPE Building 2 does not exercise the put option and Company exercises its first renewal term there is call option for Charter to purchase property for a fixed purchase price in year 3 of the first renewal term.

6


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)

As the Company has determined that SPE Building 1 and SPE Building 2 (collectively, the "SPEs") are variable interest entities ("VIEs") of which the Company became the primary beneficiary upon the effectiveness of the arrangements in July 2018 and April 2020, respectively, the Company has consolidated the assets and liabilities of the SPEs in its consolidated balance sheets as of June 30, 2020 and December 31, 2019 as follows.

June 30, 2020December 31, 2019
Assets
Restricted cash$5  $66  
Property, plant and equipment$389  $295  
Liabilities
Current liabilities$24  $11  
Other long-term liabilities$371  $350  

Property, plant and equipment includes land, a parking garage and building construction costs, including the capitalization of qualifying interest. Other long-term liabilities includes mortgage note liabilities and liability-classified noncontrolling interests for the SPEs recorded at amortized cost with accretion towards settlement of the put/call option in the leases. As of June 30, 2020 and December 31, 2019, other long-term liabilities include $335 million and $339 million, respectively, in SPE Building 1 mortgage note liability.  

The consolidated statement of cash flows for the six months ended June 30, 2020 includes a decrease to restricted cash of $61 million related to $81 million in building construction costs for the SPEs and $4 million in distributions to noncontrolling interests for SPE Building 1 offset by $24 million in borrowings for real estate investments for SPE Building 2. The consolidated statement of cash flows for the six months ended June 30, 2019 includes a decrease to restricted cash of $64 million related to building construction costs for SPE Building 1.

Equity Investments

The Company recorded impairments on equity investments of approximately $11 million and $121 million during the three and six months ended June 30, 2019 which were recorded in other expense, net in the consolidated statements of operations.

4. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of the following as of June 30, 2020 and December 31, 2019:

June 30, 2020December 31, 2019
Accounts payable – trade$667  $786  
Deferred revenue471  460  
Accrued liabilities:
Programming costs2,033  2,042  
Labor919  1,028  
Capital expenditures1,211  1,441  
Interest1,040  1,052  
Taxes and regulatory fees582  537  
Property and casualty472  458  
Operating lease liabilities223  214  
Other818  867  
$8,436  $8,885  

5. Leases

Operating lease expenses were $108 million and $216 million for the three and six months ended June 30, 2020, respectively, and $109 million and $216 million for the three and six months ended June 30, 2019, respectively, inclusive of $32 million and

7


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)

$67 million for the three and six months ended June 30, 2020, respectively, and $30 million and $65 million for the three and six months ended June 30, 2019, respectively, of both short-term lease costs and variable lease costs that were not included in the measurement of operating lease liabilities.

Cash paid for amounts included in the measurement of operating lease liabilities, recorded as operating cash flows in the statements of cash flows, were $147 million for both the six months ended June 30, 2020 and 2019. Operating lease right-of-use assets obtained in exchange for operating lease obligations were $164 million and $161 million for the six months ended June 30, 2020 and 2019, respectively.

Supplemental balance sheet information related to leases is as follows.

June 30, 2020December 31, 2019
Operating lease right-of-use assets:
Included within other noncurrent assets$1,132  $1,092  
Operating lease liabilities:
Current portion included within accounts payable and accrued liabilities$223  $214  
Long-term portion included within other long-term liabilities1,022  979  
$1,245  $1,193  
Weighted average remaining lease term for operating leases6.4 years6.6 years
Weighted average discount rate for operating leases4.2 %4.4 %

Maturities of lease liabilities are as follows.

Operating leases
Six months ended December 31, 2020$149  
2021282  
2022245  
2023216  
2024178  
Thereafter441  
Undiscounted lease cash flow commitments
1,511  
Reconciling impact from discounting(266) 
Lease liabilities on consolidated balance sheet as of June 30, 2020
$1,245  

The Company has $61 million and $62 million of finance lease liabilities recognized in the consolidated balance sheets as of June 30, 2020 and December 31, 2019, respectively, included within accounts payable and accrued liabilities and other long-term liabilities. The related finance lease right-of-use assets are recorded in property, plant and equipment, net. The Company’s finance leases were not considered material for further supplemental lease disclosures.



8


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)

6. Long-Term Debt
Long-term debt consists of the following as of June 30, 2020 and December 31, 2019:

June 30, 2020December 31, 2019
Principal AmountAccreted ValuePrincipal AmountAccreted Value
CCO Holdings, LLC:
5.250% senior notes due September 30, 2022
$  $  $1,250  $1,241  
5.125% senior notes due February 15, 2023
    1,000  995  
4.000% senior notes due March 1, 2023
500  498  500  497  
5.125% senior notes due May 1, 2023
    1,150  1,145  
5.750% senior notes due September 1, 2023
    500  497  
5.750% senior notes due January 15, 2024
    150  149  
5.875% senior notes due April 1, 2024
1,700  1,691  1,700  1,690  
5.375% senior notes due May 1, 2025
750  746  750  746  
5.750% senior notes due February 15, 2026
2,500  2,473  2,500  2,471  
5.500% senior notes due May 1, 2026
1,500  1,492  1,500  1,491  
5.875% senior notes due May 1, 2027
800  796  800  796  
5.125% senior notes due May 1, 2027
3,250  3,224  3,250  3,222  
5.000% senior notes due February 1, 2028
2,500  2,470  2,500  2,469  
5.375% senior notes due June 1, 2029
1,500  1,501  1,500  1,501  
4.750% senior notes due March 1, 2030
3,050  3,041  3,050  3,041  
4.500% senior notes due August 15, 2030
2,750  2,750      
4.500% senior notes due May 1, 2032
1,400  1,387      
Charter Communications Operating, LLC:
3.579% senior notes due July 23, 2020
    2,000  1,997  
4.464% senior notes due July 23, 2022
3,000  2,989  3,000  2,987  
Senior floating rate notes due February 1, 2024900  902  900  902  
4.500% senior notes due February 1, 2024
1,100  1,094  1,100  1,093  
4.908% senior notes due July 23, 2025
4,500  4,473  4,500  4,471  
3.750% senior notes due February 15, 2028
1,000  988  1,000  987  
4.200% senior notes due March 15, 2028
1,250  1,241  1,250  1,240  
5.050% senior notes due March 30, 2029
1,250  1,241  1,250  1,241  
2.800% senior notes due April 1, 2031
1,600  1,582      
6.384% senior notes due October 23, 2035
2,000  1,983  2,000  1,982  
5.375% senior notes due April 1, 2038
800  786  800  786  
6.484% senior notes due October 23, 2045
3,500  3,467  3,500  3,467  
5.375% senior notes due May 1, 2047
2,500  2,506  2,500  2,506  
5.750% senior notes due April 1, 2048
2,450  2,391  2,450  2,391  
5.125% senior notes due July 1, 2049
1,250  1,240  1,250  1,240  
4.800% senior notes due March 1, 2050
2,800  2,797  2,800  2,798  
3.700% senior notes due April 1, 2051
1,400  1,379      
6.834% senior notes due October 23, 2055
500  495  500  495  
Credit facilities10,288  10,213  10,427  10,345  
Time Warner Cable, LLC:
5.000% senior notes due February 1, 2020
    1,500  1,503  

9


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)

4.125% senior notes due February 15, 2021
700  706  700  711  
4.000% senior notes due September 1, 2021
1,000  1,015  1,000  1,021  
5.750% sterling senior notes due June 2, 2031 (a)
775  827  828  886  
6.550% senior debentures due May 1, 2037
1,500  1,672  1,500  1,675  
7.300% senior debentures due July 1, 2038
1,500  1,768  1,500  1,772  
6.750% senior debentures due June 15, 2039
1,500  1,709  1,500  1,713  
5.875% senior debentures due November 15, 2040
1,200  1,254  1,200  1,255  
5.500% senior debentures due September 1, 2041
1,250  1,258  1,250  1,258  
5.250% sterling senior notes due July 15, 2042 (b)
805  778  861  831  
4.500% senior debentures due September 15, 2042
1,250  1,143  1,250  1,142  
Time Warner Cable Enterprises LLC:
8.375% senior debentures due March 15, 2023
1,000  1,126  1,000  1,148  
8.375% senior debentures due July 15, 2033
1,000  1,277  1,000  1,284  
Total debt77,768  78,369  78,416  79,078  
Less current portion:
5.000% senior notes due February 1, 2020    (1,500) (1,503) 
3.579% senior notes due July 23, 2020    (2,000) (1,997) 
4.125% senior notes due February 15, 2021(700) (706)     
Long-term debt$77,068  $77,663  $74,916  $75,578  

(a)Principal amount includes £625 million remeasured at $775 million and $828 million as of June 30, 2020 and December 31, 2019, respectively, using the exchange rate at the respective dates.
(b)Principal amount includes £650 million remeasured at $805 million and $861 million as of June 30, 2020 and December 31, 2019, respectively, using the exchange rate at the respective dates.

The accreted values presented in the table above represent the principal amount of the debt adjusted for original issue discount or premium at the time of sale, deferred financing costs, and, in regards to debt assumed in acquisitions, fair value premium adjustments as a result of applying acquisition accounting plus the accretion of those amounts to the balance sheet date. However, the amount that is currently payable if the debt becomes immediately due is equal to the principal amount of the debt. In regards to the fixed-rate British pound sterling denominated notes (the “Sterling Notes”), the principal amount of the debt and any premium or discount is remeasured into US dollars as of each balance sheet date. See Note 9. The Company has availability under the Charter Operating credit facilities of approximately $4.7 billion as of June 30, 2020.

In February 2020, CCO Holdings, LLC ("CCO Holdings") and CCO Holdings Capital Corp. jointly issued $1.65 billion aggregate principal amount of 4.500% senior unsecured notes due 2030 at par and in March 2020, an additional $1.1 billion of the same series of notes were issued at a price of 102.5% of the aggregate principal amount. Also in March 2020, CCO Holdings and CCO Holdings Capital Corp. issued $1.4 billion aggregate principal amount of 4.500% senior unsecured notes due 2032 at par. The net proceeds were used to pay related fees and expenses and for general corporate purposes, including repaying certain indebtedness, including repayment of all of CCO Holdings' 5.250% senior notes due September 30, 2022, 5.125% senior notes due February 15, 2023, 5.125% senior notes due May 1, 2023, 5.750% senior notes due September 1, 2023 and 5.750% senior notes due January 15, 2024, as well as funding buybacks of Charter Class A common stock and Charter Holdings common units. The Company recorded a loss on extinguishment of debt of $36 million and $63 million during the three and six months ended June 30, 2020, respectively, related to these transactions.

In July 2020, CCO Holdings and CCO Holdings Capital Corp. jointly issued $1.5 billion aggregate principal amount of 4.250% senior unsecured notes due 2031 at par and later in July 2020, an additional $1.5 billion of the same series of notes were issued at a price of 102%. The net proceeds will be used to pay related fees and expenses and for general corporate purposes, including repaying certain indebtedness, including repayment of all of CCO Holdings' 5.875% senior notes due April 1, 2024, as well as funding buybacks of Charter Class A common stock and Charter Holdings common units.


10


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)

The CCO Holdings notes are senior debt obligations of CCO Holdings and CCO Holdings Capital Corp. and rank equally with all other current and future unsecured, unsubordinated obligations of CCO Holdings and CCO Holdings Capital Corp. They are structurally subordinated to all obligations of subsidiaries of CCO Holdings.

CCO Holdings may redeem some or all of the notes at any time at a premium. Beginning in 2028 and 2029, the optional redemption price declines to 100% of the principal amount, plus accrued and unpaid interest, if any.

In addition, at any time prior to varying dates in 2023, CCO Holdings may redeem up to 40% of the aggregate principal amount of the notes at a premium plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more equity offerings (as defined in the indenture); provided that certain conditions are met. In the event of specified change of control events, CCO Holdings must offer to purchase the outstanding notes from the holders at a purchase price equal to 101% of the total principal amount of the notes, plus any accrued and unpaid interest.

In April 2020, Charter Operating and Charter Communications Operating Capital Corp. jointly issued $1.6 billion aggregate principal amount of 2.800% senior secured notes due April 2031 at a price of 99.561% of the aggregate principal amount and $1.4 billion aggregate principal amount of 3.700% senior secured notes due April 2051 at a price of 99.217% of the aggregate principal amount. The net proceeds were used to pay related fees and expenses and for general corporate purposes.

In June 2020, Charter Operating and Charter Communications Operating Capital Corp. redeemed all of their 3.579% senior secured notes due July 2020.

The Charter Operating notes are guaranteed by CCO Holdings and substantially all of the operating subsidiaries of Charter Operating. In addition, the Charter Operating notes are secured by a perfected first priority security interest in substantially all of the assets of Charter Operating to the extent such liens can be perfected under the Uniform Commercial Code by the filing of a financing statement and the liens rank equally with the liens on the collateral securing obligations under the Charter Operating credit facilities. Charter Operating may redeem some or all of the Charter Operating notes at any time at a premium.

The Charter Operating notes are subject to the terms and conditions of the indenture governing the Charter Operating notes. The Charter Operating notes contain customary representations and warranties and affirmative covenants with limited negative covenants. The Charter Operating indenture also contains customary events of default.

7. Common Stock

The following represents the Company's purchase of Charter Class A common stock and the effect on the consolidated statements of cash flows during the three and six months ended June 30, 2020 and 2019.

Three Months Ended June 30, Six Months Ended June 30,
2020201920202019
Shares$Shares$Shares$Shares$
Share buybacks 2,028,234  $1,026  2,247,279  $837  6,480,783  $3,202  4,862,996  $1,707  
Income tax withholding247,651  129  63,425  24  583,305  305  278,040  94  
Exercise cost188,923  90,951  430,675  185,170  
2,464,808  $1,155  2,401,655  $861  7,494,763  $3,507  5,326,206  $1,801  

As of June 30, 2020, Charter had remaining board authority to purchase an additional $837 million of Charter’s Class A common stock and/or Charter Holdings common units. The Company also withholds shares of its Class A common stock in payment of income tax withholding owed by employees upon vesting of equity awards as well as exercise costs owed by employees upon exercise of stock options.

In 2019, Charter’s board of directors approved the retirement of the then currently held treasury stock and those shares were retired as of December 31, 2019. The Company accounts for treasury stock using the cost method and includes treasury stock as a component of total shareholders’ equity.


11


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)

In March 2020, pursuant to the terms of the Amended and Restated Stockholders Agreement with Liberty Broadband Corporation (“Liberty Broadband”), Advance/Newhouse Partnership (“A/N”) and Charter, dated May 23, 2015, Charter, Liberty and A/N closed on transactions in which Liberty Broadband and A/N exercised their preemptive right to purchase 35,112 and 20,182 shares, respectively, of Charter Class A common stock for a total purchase price of approximately $23 million.

8. Noncontrolling Interests

Noncontrolling interests represents consolidated subsidiaries of which the Company owns less than 100%. The Company is a holding company whose principal asset is a controlling equity interest in Charter Holdings, the indirect owner of the Company’s cable systems. Noncontrolling interests on the Company’s balance sheet consist primarily of A/N's equity interests in Charter Holdings, which is comprised of a common ownership interest and a convertible preferred ownership interest.

Net income of Charter Holdings attributable to A/N’s common noncontrolling interest for financial reporting purposes is based on the effective common ownership interest of approximately 8%, and was $72 million and $105 million for the three and six months ended June 30, 2020, respectively, and $34 million and $60 million or the three and six months ended June 30, 2019, respectively. Net income of Charter Holdings attributable to A/N's preferred noncontrolling interest for financial reporting purposes is based on the preferred dividend which was $37 million and $75 million for each of the three and six months ended June 30, 2020 and 2019, respectively.

The following table represents Charter Holdings' purchase of Charter Holdings common units from A/N pursuant to the Letter Agreement (see Note 18) and the effect on total shareholders' equity during the three and six months ended June 30, 2020 and 2019.

Three Months Ended June 30, Six Months Ended June 30,
2020201920202019
Number of units purchased280,069  447,793  1,075,676  750,735  
Average price per unit$445.15  $358.21  $481.68  $338.12  
Amount of units purchased$125  $161  $518  $254  
Decrease in noncontrolling interest based on carrying value$(69) $(111) $(264) $(185) 
Decrease in additional paid-in-capital, net of tax$(42) $(37) $(191) $(52) 

Total shareholders' equity was also adjusted during the three and six months ended June 30, 2020 and 2019 due to the changes in Charter Holdings' ownership as follows.

Three Months Ended June 30, Six Months Ended June 30,
2020201920202019
Decrease in noncontrolling interest $(52) $(23) $(161) $(52) 
Increase in additional paid-in-capital, net of tax$41  $17  $123  $39  

9.  Accounting for Derivative Instruments and Hedging Activities

The Company uses derivative instruments to manage foreign exchange risk on the Sterling Notes, and does not hold or issue derivative instruments for speculative trading purposes.

Cross-currency derivative instruments are used to effectively convert £1.275 billion aggregate principal amount of fixed-rate British pound sterling denominated debt, including annual interest payments and the payment of principal at maturity, to fixed-rate U.S. dollar denominated debt. The cross-currency swaps have maturities of June 2031 and July 2042. The Company is required to post collateral on the cross-currency derivative instruments when the derivative contracts are in a liability position. In April 2019, the Company entered into a collateral holiday agreement for 60% of both the 2031 and 2042 cross-currency swaps, which eliminates the requirement to post collateral for three years, as well as a ten year collateral cap on the remaining 40% of the cross-currency swaps which limits the required collateral posting on that 40% of the cross-currency swaps to $150

12


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)

million. The fair value of the Company's cross-currency derivatives was $589 million and $224 million and is included in other long-term liabilities on its consolidated balance sheets as of June 30, 2020 and December 31, 2019, respectively.

The Company’s derivative instruments are not designated as hedges and are marked to fair value each period, with the impact recorded as a gain or loss on financial instruments, net in the consolidated statements of operations. While these derivative instruments are not designated as hedges for accounting purposes, management continues to believe such instruments are closely correlated with the respective debt, thus managing associated risk.

The effect of financial instruments on the consolidated statements of operations is presented in the table below.
Three Months Ended June 30, Six Months Ended June 30,
2020201920202019
Gain (Loss) on Financial Instruments, Net:
Change in fair value of cross-currency derivative instruments
$61  $(163) $(365) $(86) 
Foreign currency remeasurement of Sterling Notes to U.S. dollars
3  44  111  4  
$64  $(119) $(254) $(82) 

10. Fair Value Measurements

Accounting guidance establishes a three-level hierarchy for disclosure of fair value measurements, based on the transparency of inputs to the valuation of an asset or liability as of the measurement date, as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Financial Assets and Liabilities

The Company has estimated the fair value of its financial instruments as of June 30, 2020 and December 31, 2019 using available market information or other appropriate valuation methodologies. Considerable judgment, however, is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented in the accompanying consolidated financial statements are not necessarily indicative of the amounts the Company would realize in a current market exchange.

The carrying amounts of cash and cash equivalents, restricted cash, receivables, payables and other current assets and liabilities approximate fair value because of the short maturity of those instruments.

Financial instruments accounted for at fair value on a recurring basis and classified within Level 2 of the valuation hierarchy include the Company's cross-currency derivative instruments and were valued at $589 million and $224 million as of June 30, 2020 and December 31, 2019, respectively.

The estimated fair value of the Company’s senior notes and debentures as of June 30, 2020 and December 31, 2019 is based on quoted market prices in active markets and is classified within Level 1 of the valuation hierarchy, while the estimated fair value of the Company’s credit facilities is based on quoted market prices in inactive markets and is classified within Level 2. The carrying amount of the consolidated variable interest entity's mortgage note liability approximates fair value.


13


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)

A summary of the carrying value and fair value of debt as of June 30, 2020 and December 31, 2019 is as follows:

June 30, 2020December 31, 2019
Carrying ValueFair ValueCarrying ValueFair Value
Senior notes and debentures$68,156  $74,279  $68,733  $74,938  
Credit facilities$10,213  $9,926  $10,345  $10,448  

Nonfinancial Assets and Liabilities

The Company’s nonfinancial assets such as equity-method investments, franchises, property, plant, and equipment, and other intangible assets are not measured at fair value on a recurring basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence that an impairment may exist.  When such impairments are recorded, fair values are generally classified within Level 3 of the valuation hierarchy.

11. Revenues

The Company’s revenues by product line are as follows:

Three Months Ended June 30, Six Months Ended June 30,
2020201920202019
Internet$4,530  $4,103  $8,937  $8,127  
Video4,371  4,391  8,793  8,775  
Voice451  489  908  993  
Residential revenue9,352  8,983  18,638  17,895  
Small and medium business983  963  1,979  1,908  
Enterprise606  652  1,228  1,295  
Commercial revenue1,589  1,615  3,207  3,203  
Advertising sales249  395  614  740  
Mobile310  158  568  298  
Other196  196  407  417  
$11,696  $11,347  $23,434  $22,553  

12.  Operating Costs and Expenses

Operating costs and expenses, exclusive of items shown separately in the consolidated statements of operations, consist of the following for the periods presented:

Three Months Ended June 30, Six Months Ended June 30,
2020201920202019
Programming$2,873  $2,827  $5,765  $5,692  
Regulatory, connectivity and produced content488  597  1,039  1,158  
Costs to service customers1,848  1,767  3,696  3,589  
Marketing719  768  1,485  1,503  
Mobile413  277  787  537  
Other956  1,008  1,957  2,001  
$7,297  $7,244  $14,729  $14,480  


14


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)

Programming costs consist primarily of costs paid to programmers for basic, premium, digital, video on demand and pay-per-view programming. Regulatory, connectivity and produced content costs represent payments to franchise and regulatory authorities, costs directly related to providing Internet, video and voice services as well as payments for sports, local and news content produced by the Company. Included in regulatory, connectivity and produced content costs is content acquisition costs for the Los Angeles Lakers’ basketball games and Los Angeles Dodgers’ baseball games, which are recorded as games are exhibited over the contract period. Costs to service customers include costs related to field operations, network operations and customer care for the Company’s residential and small and medium business customers, including internal and third-party labor for the non-capitalizable portion of installations, service and repairs, maintenance, bad debt expense, billing and collection, occupancy and vehicle costs. Marketing costs represent the costs of marketing to current and potential commercial and residential customers including labor costs. Mobile costs represent costs associated with the Company's mobile service such as device and service costs, marketing, sales and commissions, retail stores, personnel costs and taxes, among others. Other includes corporate overhead, advertising sales expenses, indirect costs associated with the Company’s enterprise business customers and regional sports and news networks, property tax and insurance expense and stock compensation expense, among others.

13.  Other Operating Expenses, Net

Other operating expenses, net consist of the following for the periods presented:

Three Months Ended June 30, Six Months Ended June 30,
2020201920202019
Special charges, net$6  $23  $22  19  
(Gain) loss on sale of assets, net(4) 39  (13) 38  
$2  $62  $9  $57  

Special charges, net

Special charges, net primarily includes employee termination costs and net amounts of litigation settlements.

(Gain) loss on sale of assets, net

(Gain) loss on sale of assets, net represents the net (gain) loss recognized on the sales and disposals of fixed assets and cable systems. The three and six months ended June 30, 2019 includes a $41 million impairment of non-strategic assets.

14.     Stock Compensation Plans

Charter’s stock incentive plans provide for grants of nonqualified stock options, incentive stock options, stock appreciation rights, dividend equivalent rights, performance units and performance shares, share awards, phantom stock, restricted stock units and restricted stock.  Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting services for the Company, are eligible for grants under the stock incentive plans.

Charter granted the following equity awards for the periods presented.

Three Months Ended June 30, Six Months Ended June 30,
2020201920202019
Stock options11,600  31,500  1,265,300  1,782,400  
Restricted stock6,000  8,100  6,000  8,100  
Restricted stock units7,600  13,200  415,900  686,900  

Charter stock options and restricted stock units generally cliff vest three years from the date of grant. Certain stock options and restricted stock units vest based on achievement of stock price hurdles. Stock options generally expire ten years from the grant date and restricted stock units have no voting rights. Restricted stock generally vests one year from the date of grant.

15


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)


As of June 30, 2020, total unrecognized compensation remaining to be recognized in future periods totaled $263 million for stock options, $3 million for restricted stock and $309 million for restricted stock units and the weighted average period over which they are expected to be recognized is two years for stock options, ten months for restricted stock and two years for restricted stock units.

The Company recorded stock compensation expense of $90 million and $180 million for the three and six months ended June 30, 2020, respectively, and $82 million and $167 million for the three and six months ended June 30, 2019, respectively, which is included in operating costs and expenses.

15. Income Taxes

Substantially all of the Company’s operations are held through Charter Holdings and its direct and indirect subsidiaries. Charter Holdings and the majority of its subsidiaries are limited liability companies that are generally not subject to income tax. However, certain of these limited liability companies are subject to state income tax. In addition, the subsidiaries that are corporations are subject to income tax. Generally, the taxable income, gains, losses, deductions and credits of Charter Holdings are passed through to its members, Charter and A/N. Charter is responsible for its share of taxable income or loss of Charter Holdings allocated to it in accordance with the Charter Holdings Limited Liability Company Agreement (“LLC Agreement”) and partnership tax rules and regulations. As a result, Charter's primary deferred tax component recorded in the consolidated balance sheets relates to its excess financial reporting outside basis, excluding amounts attributable to nondeductible goodwill, over Charter's tax basis in the investment in Charter Holdings.

The Company recorded income tax expense of $166 million and $195 million for the three and six months ended June 30, 2020, respectively, and $84 million and $203 million for the three and six months ended June 30, 2019, respectively. Income tax expense increased during the three months ended June 30, 2020 compared to the corresponding period in 2019 primarily as a result of higher pretax income offset by increased recognition of excess tax benefits resulting from share-based compensation during 2020. Income tax expense decreased during the six months ended June 30, 2020 compared to the corresponding period in 2019 primarily as a result of increased recognition of excess tax benefits resulting from share-based compensation during 2020 and an internal entity simplification that increased expense in 2019 offset by higher pretax income in 2020.

On March 18, 2020, the Families First Coronavirus Response Act ("FFCR Act"), and on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") were each enacted in response to the COVID-19 pandemic. The FFCR Act and the CARES Act contain numerous tax provisions, such as deferring payroll payments, establishing a credit for the retention of certain employees, relaxing limitations on the deductibility of interest, and updating the definition of qualified improvement property. This legislation currently has no material impact to the Company’s financial statements.

Charter Holdings, the indirect owner of the Company’s cable systems, generally allocates its taxable income, gains, losses, deductions and credits proportionately according to the members’ respective ownership interests, except for special allocations required under Section 704(c) of the Internal Revenue Code and the Treasury Regulations (“Section 704(c)”).  Pursuant to Section 704(c) and the LLC Agreement, each item of income, gain, loss and deduction with respect to any property contributed to the capital of the partnership shall, solely for tax purposes, be allocated among the members so as to take into account any variation between the adjusted basis of such property to the partnership for U.S. federal income tax purposes and its initial gross asset value using the “traditional method” as described in the Treasury Regulations.

In determining the Company’s tax provision for financial reporting purposes, the Company establishes a reserve for uncertain tax positions unless such positions are determined to be “more likely than not” of being sustained upon examination, based on their technical merits. There is considerable judgment involved in making such a determination. The Company has recorded unrecognized tax benefits totaling approximately $252 million and $230 million, excluding interest and penalties, as of June 30, 2020 and December 31, 2019, respectively. The Company does not currently anticipate that its reserve for uncertain tax positions will significantly increase or decrease during 2020; however, various events could cause the Company’s current expectations to change in the future. These uncertain tax positions, if ever recognized in the financial statements, would be recorded in the consolidated statements of operations as part of the income tax provision.

No tax years for Charter are currently under examination by the Internal Revenue Service ("IRS") for income tax purposes. Charter's 2016 through 2019 tax years remain open for examination and assessment. Charter’s short period return dated May 17, 2016 (prior to the Time Warner Cable Inc. ("TWC") and Bright House Networks, LLC ("Bright House")

16


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)

transactions) and prior years remain open solely for purposes of examination of Charter’s loss and credit carryforwards. The IRS is currently examining Charter Holdings’ income tax return for 2016. Charter Holdings’ 2017 through 2019 tax years remain open for examination and assessment. The IRS is currently examining TWC’s income tax returns for 2011 through 2014. TWC’s tax year 2015 remains subject to examination and assessment. Prior to TWC’s separation from Time Warner Inc. (“Time Warner”) in March 2009, TWC was included in the consolidated U.S. federal and certain state income tax returns of Time Warner. The IRS has examined Time Warner’s 2008 through 2010 income tax returns and the results are under appeal. The Company does not anticipate that these examinations will have a material impact on the Company’s consolidated financial position or results of operations. In addition, the Company is also subject to ongoing examinations of the Company’s tax returns by state and local tax authorities for various periods. Activity related to these state and local examinations did not have a material impact on the Company’s consolidated financial position or results of operations during the three and six months ended June 30, 2020, nor does the Company anticipate a material impact in the future.

16. Earnings Per Share

Basic earnings per common share is computed by dividing net income attributable to Charter shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share considers the impact of potentially dilutive securities using the treasury stock and if-converted methods and is based on the weighted average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options, restricted stock, restricted stock units, equity awards with market conditions and Charter Holdings convertible preferred units and common units. Charter Holdings common and convertible preferred units of 26 million for each of the three and six months ended June 30, 2020, respectively, and 29 million for each of the three and six months ended June 30, 2019 were not included in the computation of diluted earnings per share as their effect would have been antidilutive. The following is the computation of diluted earnings per common share for the three and six months ended June 30, 2020 and 2019.

Three Months Ended June 30, Six Months Ended June 30,
2020201920202019
Numerator:
Net income attributable to Charter shareholders$766  $314  $1,162  $567  
Denominator:
Weighted average common shares outstanding, basic205,777,438  222,392,274  206,804,371  223,505,016  
Effect of dilutive securities:
Assumed exercise or issuance of shares relating to stock plans5,129,508  3,549,898  5,353,847  3,384,729  
Weighted average common shares outstanding, diluted210,906,946  225,942,172  212,158,218  226,889,745  
Basic earnings per common share attributable to Charter shareholders$3.72  $1.41  $5.62  $2.54  
Diluted earnings per common share attributable to Charter shareholders$3.63  $1.39  $5.48  $2.50  

17.     Comprehensive Income

Comprehensive income equaled net income attributable to Charter shareholders for each of the three and six months ended June 30, 2020 and 2019.


17


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)

18.     Related Party Transactions

The following sets forth certain transactions in which the Company and the directors, executive officers, and affiliates of the Company are involved.

Liberty Broadband and A/N

Under the terms of the Amended and Restated Stockholders Agreement with Liberty Broadband, A/N and Charter, dated May 23, 2015, the number of Charter’s directors is fixed at 13, and includes its CEO. Two designees selected by A/N are members of the board of directors of Charter and three designees selected by Liberty Broadband are members of the board of directors of Charter. The remaining eight directors are not affiliated with either A/N or Liberty Broadband. Each of A/N and Liberty Broadband is entitled to nominate at least one director to each of the committees of Charter’s board of directors, subject to applicable stock exchange listing rules and certain specified voting or equity ownership thresholds for each of A/N and Liberty Broadband, and provided that the Nominating and Corporate Governance Committee and the Compensation and Benefit Committee each have at least a majority of directors independent from A/N, Liberty Broadband and Charter (referred to as the “unaffiliated directors”). Each of the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee is currently comprised of three unaffiliated directors and one designee of each of A/N and Liberty Broadband. A/N and Liberty Broadband also have certain other committee designation and other governance rights. Mr. Thomas Rutledge, the Company’s CEO, is the chairman of the board of Charter.

In December 2017, Charter and A/N entered into an amendment to the letter agreement (the “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.

The Company is aware that Dr. John Malone, a director emeritus of Charter and Chairman of the board of directors and holder of 48.8% of voting interest in Liberty Broadband, may be deemed to have a 40.9% voting interest in Qurate Retail, Inc. ("Qurate") and is on the board of directors of Qurate. Qurate wholly owns HSN, Inc. (“HSN”) and QVC, Inc. (“QVC”). The Company has programming relationships with HSN and QVC. For each of the three and six months ended June 30, 2020 and 2019, the Company recorded revenue in aggregate of approximately $12 million and $24 million, respectively, from HSN and QVC as part of channel carriage fees and revenue sharing arrangements for home shopping sales made to customers in the Company’s footprint.

Dr. Malone and Mr. Steven Miron, a member of Charter’s board of directors, also serve on the board of directors of Discovery, Inc., (“Discovery”). The Company is aware that Dr. Malone owns 1.2% of the series A common stock, 93.6% of the series B common stock and 3.6% of the series C common stock of Discovery and has a 27.9% voting interest in Discovery for the election of directors. The Company is aware that Advance/Newhouse Programming Partnership (“A/N PP”), an affiliate of A/N and of which Mr. Miron is the CEO, owns 100% of the Series A-1 preferred stock of Discovery and 100% of the Series C-1 preferred stock of Discovery and has a 23.9% voting interest for matters other than the election of directors. A/N PP also has the right to appoint three directors out of a total of twelve directors to Discovery’s board. The Company purchases programming from Discovery. Based on publicly available information, the Company does not believe that Discovery would currently be considered a related party. The amount paid in the aggregate to Discovery represents less than 2% of total operating costs and expenses for the three and six months ended June 30, 2020 and 2019.

Equity Investments

The Company has agreements with certain equity investees pursuant to which the Company has made or received related party transaction payments. The Company recorded payments to equity investees totaling $54 million and $117 million during the three and six months ended June 30, 2020, respectively, and $81 million and $167 million during the three and six months ended June 30, 2019, respectively.


18


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)

19.     Contingencies

In August 2015, a purported stockholder of Charter, Matthew Sciabacucchi, filed a lawsuit in the Delaware Court of Chancery, on behalf of a putative class of Charter stockholders, challenging the transactions involving Charter, TWC, A/N, and Liberty Broadband announced by Charter on May 26, 2015. The lawsuit, which named as defendants Charter and its board of directors, alleged that the transactions resulted from breaches of fiduciary duty by Charter’s directors and that Liberty Broadband improperly benefited from the challenged transactions at the expense of other Charter stockholders. The lawsuit has proceeded to the discovery phase. Charter denies any liability, believes that it has substantial defenses, and is vigorously defending this lawsuit. Although Charter is unable to predict the outcome of this lawsuit, it does not expect the outcome will have a material effect on its operations, financial condition or cash flows.

The California Attorney General and the Alameda County, California District Attorney are investigating whether certain of Charter’s waste disposal policies, procedures and practices are in violation of the California Business and Professions Code and the California Health and Safety Code. That investigation was commenced in January 2014. A similar investigation involving TWC was initiated in February 2012. Charter is cooperating with these investigations. While the Company is unable to predict the outcome of these investigations, it does not expect that the outcome will have a material effect on its operations, financial condition, or cash flows.

On December 19, 2011, Sprint Communications Company L.P. (“Sprint”) filed a complaint in the United States District Court for the District of Kansas alleging that TWC infringed certain U.S. patents purportedly relating to Voice over Internet Protocol (“VoIP”) services. At the trial, the jury returned a verdict of $140 million against TWC and further concluded that TWC had willfully infringed Sprint’s patents. The court subsequently declined to enhance the damage award as a result of the purported willful infringement and awarded Sprint an additional $6 million, representing pre-judgment interest on the damages award. The Company has now paid the verdict, interest and costs in full. The Company continues to pursue indemnity from one of its vendors and has brought a patent suit against Sprint (TC Tech, LLC v. Sprint) in the United States District Court for the District of Delaware implicating Sprint's LTE technology.  The ultimate outcomes of the pursuit of indemnity against the Company’s vendor and the TC Tech litigation cannot be predicted. The Company does not expect the outcome of its indemnity claim nor the outcome of the TC Tech litigation will have a material adverse effect on its operations or financial condition.
 
Sprint filed a second patent suit against Charter and Bright House Networks, LLC on December 2, 2017 in the United States District Court for the District of Delaware. This suit alleges infringement of 11 patents related to the Company's provision of VoIP services (ten of which were asserted against Legacy TWC in the matter described above).

On February 18, 2020 Sprint filed a lawsuit against Charter, Bright House, and TWC in the District Court for Johnson County, Kansas. Sprint alleges that Charter misappropriated trade secrets from Sprint years ago through employees hired by Bright House. Sprint asserts that the alleged trade secrets relate to the VoIP business of Charter and Bright House. Charter has removed this case to the United States District Court for the District of Kansas.

Sprint filed a third patent suit against Charter on May 17, 2018 in the United States District Court for the Eastern District of Virginia. This suit alleges infringement of two patents related to the Company's video on demand services. The court transferred this case to the United States District Court for the District of Delaware on December 20, 2018 pursuant to an agreement between the parties.

While the Company is vigorously defending these suits and is unable to predict the outcome of the Sprint lawsuits, the Company does not expect that the litigation will have a material effect on its operations, financial condition, or cash flows.

In addition to the Sprint litigation described above, the Company is a defendant or co-defendant in several additional lawsuits involving alleged infringement of various intellectual property relating to various aspects of its businesses. Other industry participants are also defendants in certain of these cases or related cases. In the event that a court ultimately determines that the Company infringes on any intellectual property, the Company may be subject to substantial damages and/or an injunction that could require the Company or its vendors to modify certain products and services the Company offers to its subscribers, as well as negotiate royalty or license agreements with respect to the intellectual property at issue. While the Company believes the lawsuits are without merit and intends to defend the actions vigorously, no assurance can be given that any adverse outcome would not be material to the Company’s consolidated financial condition, results of operations, or liquidity. The Company cannot predict the outcome of any such claims nor can it reasonably estimate a range of possible loss.


19


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)

The Company is party to other lawsuits, claims and regulatory inquiries that arise in the ordinary course of conducting its business. The ultimate outcome of these other legal matters pending against the Company cannot be predicted, and although such lawsuits and claims are not expected individually to have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity, such lawsuits could have, in the aggregate, a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity. Whether or not the Company ultimately prevails in any particular lawsuit or claim, litigation can be time consuming and costly and injure the Company’s reputation.

20.     Employee Benefit Plans

The Company sponsors three qualified defined benefit pension plans and one nonqualified defined benefit pension plan that provide pension benefits to a majority of employees who were employed by TWC before the merger with TWC.
Pension benefits are based on formulas that reflect the employees’ years of service and compensation during their employment period. Actuarial gains or losses are changes in the amount of either the benefit obligation or the fair value of plan assets resulting from experience different from that assumed or from changes in assumptions. The Company has elected to follow a mark-to-market pension accounting policy for recording the actuarial gains or losses annually during the fourth quarter, or earlier if a remeasurement event occurs during an interim period. No future compensation increases or future service will be credited to participants of the pension plans given the frozen nature of the plans.

The components of net periodic pension benefit (costs) for the three and six months ended June 30, 2020 and 2019 are recorded in other pension benefits, net in the consolidated statements of operations and consisted of the following:

Three Months Ended June 30, Six Months Ended June 30,
2020201920202019
Interest cost$(28) $(32) $(56) $(64) 
Expected return on plan assets39  41  77  82  
Net periodic pension benefits $11  $9  $21  $18  

The Company made no cash contributions to the qualified pension plans during the three and six months ended June 30, 2020 and 2019; however, the Company may make discretionary cash contributions to the qualified pension plans in the future. Such contributions will be dependent on a variety of factors, including current and expected interest rates, asset performance, the funded status of the qualified pension plans and management’s judgment. For the nonqualified unfunded pension plan, the Company will continue to make contributions during 2020 to the extent benefits are paid.

21.     Recently Issued Accounting Standards

Accounting Standards Adopted January 1, 2020

ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”)

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, which requires a financial asset (or a group of financial assets) measured at amortized cost basis to be assessed for impairment under the current expected credit loss model rather than an incurred loss model. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount.  The primary financial assets of the Company in scope of ASU 2016-13 include accounts receivables and equipment installment plan notes receivables.  The Company adopted ASU 2016-13 on January 1, 2020. The adoption of ASU 2016-13 did not have a material impact to the Company's consolidated financial statements.

ASU No. 2018-15, Customer’s Accounting for Implementation Costs in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15")

In August 2018, the FASB issued ASU 2018-15 which requires upfront implementation costs incurred in a cloud computing arrangement (or hosting arrangement) that is a service contract to be amortized to hosting expense over the term of the

20


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)

arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. The Company adopted ASU 2018-15 on January 1, 2020. The adoption of ASU 2018-15 did not have a material impact to the Company's consolidated financial statements.

ASU No. 2019-02, Improvements to Accounting for Costs of Films and License Agreements for Program Materials ("ASU 2019-02")

In March 2019, the FASB issued ASU 2019-02 which aligns the accounting for production costs of an episodic television series with the accounting for production costs of films regarding cost capitalization, amortization, impairment, presentation and disclosure. The Company adopted ASU 2019-02 on January 1, 2020. The adoption of ASU 2019-02 did not have a material impact to the Company's consolidated financial statements.

ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”)

In December 2019, the FASB issued ASU 2019-12, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be effective for interim and annual periods beginning after December 15, 2020. Early adoption is permitted. The Company elected to early adopt ASU 2019-12 on January 1, 2020. The adoption of ASU 2019-12 did not have a material impact on the Company's consolidated financial statements.

22.     Consolidating Schedules

Each of Charter Operating, TWC, LLC, TWCE, CCO Holdings and certain subsidiaries jointly, severally, fully and unconditionally guarantee the outstanding debt securities of the others (other than the CCO Holdings notes) on an unsecured senior basis and the condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered. Certain Charter Operating subsidiaries that are regulated entities only become guarantor subsidiaries upon approval by regulators. This information is not intended to present the financial position, results of operations and cash flows of the individual companies or groups of companies in accordance with generally accepted accounting principles.
The "Intermediate Holding Companies" column includes the assets and liabilities of the captive insurance company, a company wholly-owned by Charter outside of Charter Holdings and which does not, directly or indirectly, own any interest in Charter Holdings. The “Charter Operating and Restricted Subsidiaries” column is presented to comply with the terms of the Credit Agreement.

Comprehensive income equaled net income attributable to Charter shareholders for the six months ended June 30, 2020 and 2019. Condensed consolidating financial statements as of June 30, 2020 and December 31, 2019 and for the six months ended June 30, 2020 and 2019 follow.


21


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)

Charter Communications, Inc. and Subsidiaries
Condensed Consolidating Balance Sheets
As of June 30, 2020
Non-Guarantor SubsidiariesGuarantor Subsidiaries
CharterIntermediate Holding CompaniesCCO HoldingsCharter Operating and Restricted SubsidiariesEliminationsCharter Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$  $239  $200  $1,658  $  $2,097  
Accounts receivable, net  33    1,961    1,994  
Receivables from related party31  107  43    (181)   
Prepaid expenses and other current assets4  45    625    674  
Total current assets
35  424  243  4,244  (181) 4,765  
RESTRICTED CASH  5        5  
INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net  770    33,304    34,074  
Customer relationships, net      6,486    6,486  
Franchises      67,322    67,322  
Goodwill      29,554    29,554  
Total investment in cable properties, net
  770    136,666    137,436  
INVESTMENT IN SUBSIDIARIES47,040  52,975  74,548    (174,563)   
LOANS RECEIVABLE – RELATED PARTY297  727  567    (1,591)   
OTHER NONCURRENT ASSETS2  364    2,564    2,930  
Total assets
$47,374  $55,265  $75,358  $143,474  $(176,335) $145,136  
LIABILITIES AND SHAREHOLDERS’/MEMBER’S EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities$51  $628  $314  $7,443  $  $8,436  
Payables to related party      181  (181)   
Current portion of long-term debt      706    706  
Total current liabilities
51  628  314  8,330  (181) 9,142  
LONG-TERM DEBT    22,069  55,594    77,663  
LOANS PAYABLE – RELATED PARTY      1,591  (1,591)   
DEFERRED INCOME TAXES17,717  17    55    17,789  
OTHER LONG-TERM LIABILITIES250  558    3,333    4,141  
SHAREHOLDERS’/MEMBER’S EQUITY
Controlling interest29,356  47,040  52,975  74,548  (174,563) 29,356  
Noncontrolling interests  7,022    23    7,045  
Total shareholders’/member’s equity 29,356  54,062  52,975  74,571  (174,563) 36,401  
Total liabilities and shareholders’/member’s equity$47,374  $55,265  $75,358  $143,474  $(176,335) $145,136  


22


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)

Charter Communications, Inc. and Subsidiaries
Condensed Consolidating Balance Sheets
As of December 31, 2019
Non-Guarantor SubsidiariesGuarantor Subsidiaries
CharterIntermediate Holding CompaniesCCO HoldingsCharter Operating and Restricted SubsidiariesEliminationsCharter Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$  $234  $500  $2,749  $  $3,483  
Accounts receivable, net1  31    2,195    2,227  
Receivables from related party34  264  59    (357)   
Prepaid expenses and other current assets10  40    711    761  
Total current assets
45  569  559  5,655  (357) 6,471  
RESTRICTED CASH  66        66  
INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net  683    33,908    34,591  
Customer relationships, net      7,453    7,453  
Franchises      67,322    67,322  
Goodwill      29,554    29,554  
Total investment in cable properties, net
  683    138,237    138,920  
INVESTMENT IN SUBSIDIARIES49,024  55,266  76,409    (180,699)   
LOANS RECEIVABLE – RELATED PARTY260  699  545    (1,504)   
OTHER NONCURRENT ASSETS2  378    2,351    2,731  
Total assets
$49,331  $57,661  $77,513  $146,243  $(182,560) $148,188  
LIABILITIES AND SHAREHOLDERS’/MEMBER’S EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities$18  $725  $296  $7,846  $  $8,885  
Payables to related party      357  (357)   
Current portion of long-term debt      3,500    3,500  
Total current liabilities
18  725  296  11,703  (357) 12,385  
LONG-TERM DEBT    21,951  53,627    75,578  
LOANS PAYABLE – RELATED PARTY      1,504  (1,504)   
DEFERRED INCOME TAXES17,641  15    55    17,711  
OTHER LONG-TERM LIABILITIES227  554    2,922    3,703  
SHAREHOLDERS’/MEMBER’S EQUITY
Controlling interest31,445  49,024  55,266  76,409  (180,699) 31,445  
Noncontrolling interests  7,343    23    7,366  
Total shareholders’/member’s equity 31,445  56,367  55,266  76,432  (180,699) 38,811  
Total liabilities and shareholders’/member’s equity$49,331  $57,661  $77,513  $146,243  $(182,560) $148,188  


23


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)


Charter Communications, Inc. and Subsidiaries
Condensed Consolidating Statements of Operations
For the six months June 30, 2020
Non-Guarantor SubsidiariesGuarantor Subsidiaries
CharterIntermediate Holding CompaniesCCO HoldingsCharter Operating and Restricted SubsidiariesEliminationsCharter Consolidated
REVENUES$29  $597  $  $23,430  $(622) $23,434  
COSTS AND EXPENSES:
Operating costs and expenses (exclusive of items shown separately below)29  545    14,774  (619) 14,729  
Depreciation and amortization  8    4,917    4,925  
Other operating expense, net      12  (3) 9  
29  553    19,703  (622) 19,663  
Income from operations  44    3,727    3,771  
OTHER INCOME (EXPENSES):
Interest income (expense), net8  12  (587) (1,370)   (1,937) 
Loss on extinguishment of debt    (63)     (63) 
Loss on financial instruments, net      (254)   (254) 
Other pension benefits, net      21    21  
Other income (expense), net  (5)   5      
Equity in income of subsidiaries1,313  1,465  2,115    (4,893)   
1,321  1,472  1,465  (1,598) (4,893) (2,233) 
Income before income taxes1,321  1,516  1,465  2,129  (4,893) 1,538  
Income tax expense(159) (23)   (13)   (195) 
Consolidated net income1,162  1,493  1,465  2,116  (4,893) 1,343  
Less: Net income attributable to noncontrolling interests  (180)   (1)   (181) 
Net income $1,162  $1,313  $1,465  $2,115  $(4,893) $1,162  


24


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)


Charter Communications, Inc. and Subsidiaries
Condensed Consolidating Statements of Operations
For the six months ended June 30, 2019
Non-Guarantor SubsidiariesGuarantor Subsidiaries
CharterIntermediate Holding CompaniesCCO HoldingsCharter Operating and Restricted SubsidiariesEliminationsCharter Consolidated
REVENUES$23  $575  $  $22,548  $(593) $22,553  
COSTS AND EXPENSES:
Operating costs and expenses (exclusive of items shown separately below)23  556    14,500  (599) 14,480  
Depreciation and amortization  8    5,042    5,050  
Other operating expense (income), net  (8)   59  6  57  
23  556    19,601  (593) 19,587  
Income from operations  19    2,947    2,966  
OTHER INCOME (EXPENSES):
Interest income (expense), net5  17  (511) (1,381)   (1,870) 
Loss on financial instruments, net      (82)   (82) 
Other pension benefits, net      18    18  
Other expense, net      (126)   (126) 
Equity in income of subsidiaries685  788  1,299    (2,772)   
690  805  788  (1,571) (2,772) (2,060) 
Income before income taxes690  824  788  1,376  (2,772) 906  
Income tax expense(123) (4)   (76)   (203) 
Consolidated net income567  820  788  1,300  (2,772) 703  
Less: Net income attributable to noncontrolling interests  (135)   (1)   (136) 
Net income$567  $685  $788  $1,299  $(2,772) $567  


25


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)

Charter Communications, Inc. and Subsidiaries
Condensed Consolidating Statements of Cash Flows
For the six months ended June 30, 2020
Non-Guarantor SubsidiariesGuarantor Subsidiaries
CharterIntermediate Holding CompaniesCCO HoldingsCharter Operating and Restricted SubsidiariesEliminationsCharter Consolidated
NET CASH FLOWS FROM OPERATING ACTIVITIES$3  $51  $(565) $7,260  $  $6,749  
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment      (3,338)   (3,338) 
Change in accrued expenses related to capital expenditures      (174)   (174) 
Real estate investments through variable interest entities  (81)       (81) 
Contributions to subsidiaries(145) (39) (4,385)   4,569    
Distributions from subsidiaries3,530  3,975  8,541    (16,046)   
Other, net  (3)   (5)   (8) 
Net cash flows from investing activities
3,385  3,852  4,156  (3,517) (11,477) (3,601) 
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt    4,178  3,144    7,322  
Repayments of long-term debt    (4,092) (3,800)   (7,892) 
Borrowings (repayments) of loans payable - related parties(25)     25      
Payments for debt issuance costs    (41) (21)   (62) 
Issuance of equity23          23  
Purchase of treasury stock(3,507)         (3,507) 
Proceeds from exercise of stock options121          121  
Purchase of noncontrolling interest  (518)       (518) 
Distributions to noncontrolling interest  (76)   (1)   (77) 
Contributions from parent  145  39  4,385  (4,569)   
Distributions to parent  (3,530) (3,975) (8,541) 16,046    
Borrowings for real estate investments through variable interest entities  24        24  
Distributions to variable interest entities noncontrolling interest  (4)       (4) 
Other, net      (25)   (25) 
Net cash flows from financing activities
(3,388) (3,959) (3,891) (4,834) 11,477  (4,595) 
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH  (56) (300) (1,091)   (1,447) 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period  300  500  2,749    3,549  
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period$  $244  $200  $1,658  $  $2,102  


26


CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in millions, except per share amounts and where indicated)

Charter Communications, Inc. and Subsidiaries
Condensed Consolidating Statements of Cash Flows
For the six months ended June 30, 2019
Non-Guarantor SubsidiariesGuarantor Subsidiaries
CharterIntermediate Holding CompaniesCCO HoldingsCharter Operating and Restricted SubsidiariesEliminationsCharter Consolidated
NET CASH FLOWS FROM OPERATING ACTIVITIES$(18) $55  $(509) $5,919  $  $5,447  
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment  (67)   (3,262) 67  (3,262) 
Change in accrued expenses related to capital expenditures      (428)   (428) 
Real estate investments through variable interest entities  (64)       (64) 
Contribution to subsidiaries(91) (51) (792)   934    
Distributions from subsidiaries1,829  2,084  2,591    (6,504)   
Other, net  (5)   80  (67) 8  
Net cash flows from investing activities
1,738  1,897  1,799  (3,610) (5,570) (3,746) 
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt    750  9,964    10,714  
Repayments of long-term debt      (10,123)   (10,123) 
Payments for debt issuance costs    (7) (25)   (32) 
Purchase of treasury stock(1,801)         (1,801) 
Proceeds from exercise of stock options81          81  
Purchase of noncontrolling interest  (254)       (254) 
Distributions to noncontrolling interest  (77)   (1)   (78) 
Contributions from parent  91  51  792  (934)   
Distributions to parent  (1,829) (2,084) (2,591) 6,504    
Other, net      (127)   (127) 
Net cash flows from financing activities
(1,720) (2,069) (1,290) (2,111) 5,570  (1,620) 
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH  (117)   198    81  
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period  465    300    765  
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period$  $348  $  $498  $  $846  


27


Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General

Charter Communications, Inc. (together with its controlled subsidiaries, “Charter”) is a leading broadband connectivity company and cable operator serving more than 30 million customers in 41 states through its Spectrum brand. Over an advanced communications network, we offer a full range of state-of-the-art residential and business services including Spectrum Internet, TV, Mobile and Voice. For small and medium-sized companies, Spectrum Business® delivers the same suite of broadband products and services coupled with special features and applications to enhance productivity, while for larger businesses and government entities, Spectrum Enterprise provides highly customized, fiber-based solutions. Spectrum Reach® delivers tailored advertising and production for the modern media landscape. We also distribute award-winning news coverage, sports and high-quality original programming to our customers through Spectrum Networks and Spectrum Originals.

Charter is a holding company whose principal asset is a controlling equity interest in Charter Communications Holdings, LLC (“Charter Holdings”), an indirect owner of Charter Communications Operating, LLC (“Charter Operating”) under which substantially all of the operations reside. All significant intercompany accounts and transactions among consolidated entities have been eliminated.

Overview

As the COVID-19 pandemic continues to significantly impact the United States, we have continued to deliver services uninterrupted by the pandemic. Because we have invested significantly in our network and through normal course capacity increases, we have been able to respond to the significant increase in network activity from the private and public response to COVID-19 as we do our part as a major provider of Internet services in the United States by, among other things, enabling social distancing through telecommuting and e-learning across our footprint of 41 states. We have invested significantly in our self-service infrastructure, and customers have accelerated the adoption of our self-installation and digital self-service capabilities. Our front-line service infrastructure in call centers and field operations continues to experience higher service transaction volume and is performing well. Much of that increase in activity has been driven by increased demand for our connectivity services to residential, healthcare, government and educational customers. The response to our Remote Education Offer ("REO") pursuant to which new customers with students or educators in the household were eligible to receive our Internet service for free for 60 days generated 448,000 new Internet customers as of June 30, 2020, of which 288,000 had rolled off the promotional period by the end of the quarter while 160,000 remained within their free period. The REO program ended June 30, 2020 and is no longer being offered to new customers.

We also participated in the Federal Communications Commission's ("FCC") Keep Americans Connected (“KAC”) Pledge, pausing collection efforts and related disconnects for residential and small and medium business ("SMB") customers with COVID-19 related payment challenges through June 30, 2020. Approximately 700,000 residential and SMB customers requested protection from disconnection under this program of which, at the peak of the program approximately 222,000 customers would have been disconnected under our normal collection policies. In an effort to assist these COVID-19 impacted customers with overdue balances, we waived approximately $85 million of receivables which was recorded as a reduction of revenue during the three and six months ended June 30, 2020. Any remaining balance will be paid over the next twelve months with continued service. In addition, we have offered a seasonal plan at reduced rates to SMB and Enterprise hospitality customers that have requested a reduced level of service due to temporary business closure or because these customers have reduced their service offering to their own customers ("Seasonal Plan").

We cannot predict the ultimate impact of COVID-19 on our business, including the depth and duration of the economic impact to household formation and growth and our residential and business customers’ ability to pay for our products and services including the impact of extended unemployment benefits and other stimulus packages. We expect that some of the COVID-19 programs discussed above may result in incremental churn and bad debt during the remainder of the year. In addition, there is uncertainty regarding the impact of government emergency declarations, the ability of our suppliers and vendors to provide products and services to us, the pace of new housing construction, changes in business spend in our local and national ad sales business, the effects to our employees’ health and safety and resulting reorientation of our work activities, and the risk of limitations on the deployment and maintenance of our services (including by limiting our customer support and on-site service repairs and installations).

Although the ultimate impact of the COVID-19 pandemic cannot be predicted, we remain focused on driving customer relationship growth by deploying superior products and services packaged with attractive pricing. Further, we expect to continue to drive customer relationship growth through sales of bundled services and improving customer retention despite the expectation for continued losses of video and wireline voice customers. With the completion of our all-digital conversion, roll-

28


out of DOCSIS 3.1 technology across our footprint, and the integration of TWC and Bright House substantially complete, we expect continued lower cable capital intensity in 2020.

Our Spectrum Mobile service is offered to customers subscribing to our Internet service and runs on Verizon's mobile network combined with Spectrum WiFi. In March 2020, we launched 5G service offerings and we expect that, along with broader availability of our Spectrum Mobile bring-your-own-device program, to contribute to the growth of our mobile business. We also continue to explore ways to drive even more mobile traffic to our network. We plan to use our WiFi network in conjunction with additional unlicensed, and potentially licensed, spectrum to improve network performance and expand capacity to offer consumers a superior mobile service at a lower total cost to us. Further, we have experimental wireless licenses from the FCC that we are utilizing to test next generation mobile services in several service areas around the country.

We believe Spectrum-branded mobile services will drive higher sales of our core products, create longer customer lives and increase profitability and cash flow over time. As a result of growth costs associated with our new mobile product line, we cannot be certain that we will be able to grow revenues or maintain our margins at recent historical rates. During the three and six months ended June 30, 2020, our mobile product line increased revenues by $310 million and $568 million, respectively, reduced Adjusted EBITDA by approximately $103 million and $219 million, respectively, and reduced free cash flow by approximately $233 million and $493 million, respectively. During the three and six months ended June 30, 2019, our mobile product line increased revenues by $158 million and $298 million, respectively, reduced Adjusted EBITDA by approximately $119 million and $239 million, respectively, and reduced free cash flow by approximately $297 million and $588 million, respectively. As we continue to grow our mobile service and scale the business, we expect continued negative impacts to Adjusted EBITDA, as well as negative working capital impacts from the timing of device-related cash flows when we sell the handset or tablet to customers pursuant to equipment installment plans.

We realized revenue, Adjusted EBITDA and income from operations during the periods presented as follows (in millions; all percentages are calculated using whole numbers. Minor differences may exist due to rounding):

Three Months Ended June 30, Six Months Ended June 30,
20202019% Change20202019% Change
Revenues$11,696  $11,347  3.1 %$23,434  $22,553  3.9 %
Adjusted EBITDA$4,489  $4,185  7.3 %$8,885  $8,240  7.8 %
Income from operations$1,969  $1,541  27.8 %$3,771  $2,966  27.1 %

Adjusted EBITDA is defined as net income attributable to Charter shareholders plus net income attributable to noncontrolling interest, net interest expense, income taxes, depreciation and amortization, stock compensation expense, loss on extinguishment of debt, (gain) loss on financial instruments, net, other pension (benefits) costs, other (income) expense, net and other operating (income) expenses, 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. 

Growth in total revenue for the three and six months ended June 30, 2020 compared to the corresponding prior periods was primarily due to growth in our residential Internet, mobile and small and medium business customers. Adjusted EBITDA and income from operations growth was impacted by growth in revenue and increases in operating costs and expenses, primarily mobile, costs to service customers and programming offset by lower regulatory, connectivity and produced content costs. Income from operations was also affected by a decrease in depreciation and amortization expense and other operating expenses, net.


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The following table summarizes our customer statistics for Internet, video, mobile and voice as of June 30, 2020 and 2019 (in thousands except per customer data and footnotes).

Approximate as of
June 30,
2020 (a)
2019 (a)
Customer Relationships (b)
Residential 28,496  26,755  
Small and Medium Business 1,980  1,902  
Total Customer Relationships30,476  28,657  
Residential Primary Service Units (“PSU”)
Internet 26,313  24,244  
Video15,652  15,802  
Voice 9,398  9,808  
Monthly Residential Revenue per Residential Customer (c)
$110.82  $112.20  
Small and Medium Business PSUs
Internet1,783  1,701  
Video516  518  
Voice 1,169  1,097  
Monthly Small and Medium Business Revenue per Customer (d)
$166.06  $170.42  
Mobile Lines1,697  518  
Enterprise PSUs (e)
270  258  


(a)We calculate the aging of customer accounts based on the monthly billing cycle for each account. On that basis, as of June 30, 2020 and 2019, customers include approximately 124,500 and 152,900 customers, respectively, whose accounts were over 60 days past due, approximately 18,400 and 13,800 customers, respectively, whose accounts were over 90 days past due and approximately 10,400 and 15,800 customers, respectively, whose accounts were over 120 days past due. As detailed in the table below, our customer counts include those customers who connected as part of our Remote Education Offer and those customers who we have not disconnected in our normal timelines associated with our Keep Americans Connected Pledge.
(b)Customer relationships include the number of customers that receive one or more levels of service, encompassing Internet, 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 enterprise and mobile-only customer relationships.
(c)Monthly residential revenue per residential customer is calculated as total residential Internet, video and voice quarterly revenue divided by three divided by average residential customer relationships during the respective quarter. Monthly residential revenue per residential customers excludes mobile revenue and customers.
(d)Monthly small and medium business revenue per customer is calculated as total small and medium business quarterly revenue divided by three divided by average small and medium business customer relationships during the respective quarter. Monthly small and medium business revenue per small and medium customer excludes mobile revenue and customers.
(e)Enterprise PSUs represent the aggregate number of fiber service offerings counting each separate service offering at each customer location as an individual PSU.


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The table above includes the impact on customers of COVID-19 related offers and programs launched by us in the first quarter of 2020 as follows (in thousands except footnotes).

Remote Education Offer (a)
Keep Americans Connected (b)
Seasonal Plan (c)
Total
Residential
Customer Relationships160  208  n/a368  
Internet PSUs160  202  n/a362  
Video PSUs58  
(d)
148  n/a206  
Voice PSUs46  
(d)
90  n/a136  
Mobile Lines10  
(d)
 n/a18  
Small and Medium Business
Customer Relationshipsn/a14  13  27  
Internet PSUsn/a13  11  24  
Video PSUsn/a 13  19  
Voice PSUsn/a11   19  
Mobile Linesn/a—  —  —  
Enterprise PSUs
Enterprise PSUSn/a  10  

(a)The REO represents residential customers receiving free Internet service by participating in Charter's free 60-day Internet offer available to households with K-12 and/or college students or educators who were not Spectrum Internet customers. This offer for new customers ended on June 30, 2020. These residential customers are generally eligible to purchase additional products and services (i.e. video, voice and mobile) at current promotional rates. Of the 448,000 Internet customers who were added as part of the REO through June 30, 2020 (of which 119,000 were added in March), 160,000 remained within their 60-day free period with 288,000 having rolled off the promotional period as of June 30, 2020. Nearly 90% of cumulative connects on the REO remained Internet customers as of July 27, 2020.
(b)As part of our March 2020 pledge to the FCC which we extended through June 30, KAC represents customers who requested to not be disconnected from service due to COVID-19 related payment challenges and would have been disconnected under our normal collection policies during the pledge period. Approximately 600,000 residential customers and 100,000 SMB customers had requested protection from disconnection, of which at the peak of the program, 208,000 and 14,000, respectively, would have been disconnected under our normal collection policies. Approximately 30% of the KAC customer bills were current, and over 60% were making partial or full payments. In an effort to assist these COVID-19 impacted customers with overdue balances, we waived $76 of million residential, $6 million of SMB and $3 million of mobile receivables, each of which were recorded as a reduction to revenue in the second quarter. These customers no longer have an overdue balance and will be subject to Charter's standard collection practices going forward.
(c)Represents small and medium businesses and Enterprise hospitality customers who have requested a reduced level of service and now pay a reduced price for their service due to temporary business closure or because these customers have reduced their service offering to their own customers.
(d)Customers who are receiving free Internet Service as part of the REO who have subscribed to products in addition to Spectrum Internet (i.e., video, voice, mobile) during the 60-day Free Internet Offer. Billings are not deferred for these additional services.

Critical Accounting Policies and Estimates

For a discussion of our critical accounting policies and the means by which we develop estimates therefore, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2019 Annual Report on Form 10-K. There have been no material changes from the critical accounting policies described in our Form 10-K.


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Results of Operations

The following table sets forth the consolidated statements of operations for the periods presented (dollars in millions, except per share data):

Three Months Ended June 30, Six Months Ended June 30,
2020201920202019
Revenues$11,696  $11,347  $23,434  $22,553  
Costs and Expenses:
Operating costs and expenses (exclusive of items shown separately below)
7,297  7,244  14,729  14,480  
Depreciation and amortization2,428  2,500  4,925  5,050  
Other operating expenses, net 62   57  
9,727  9,806  19,663  19,587  
Income from operations1,969  1,541  3,771  2,966  
Other Income (Expenses):
Interest expense, net(957) (945) (1,937) (1,870) 
Loss on extinguishment of debt(36) —  (63) —  
Gain (loss) on financial instruments, net
64  (119) (254) (82) 
Other pension benefits, net11   21  18  
Other expense, net(9) (16) —  (126) 
(927) (1,071) (2,233) (2,060) 
Income before income taxes1,042  470  1,538  906  
Income tax expense(166) (84) (195) (203) 
Consolidated net income 876  386  1,343  703  
Less: Net income attributable to noncontrolling interests(110) (72) (181) (136) 
Net income attributable to Charter shareholders$766  $314  $1,162  $567  
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CHARTER SHAREHOLDERS:
Basic$3.72  $1.41  $5.62  $2.54  
Diluted$3.63  $1.39  $5.48  $2.50  
Weighted average common shares outstanding, basic
205,777,438  222,392,274  206,804,371  223,505,016  
Weighted average common shares outstanding, diluted
210,906,946  225,942,172  212,158,218  226,889,745  

Revenues. Total revenues grew $349 million and $881 million for the three and six months ended June 30, 2020, respectively, compared to the corresponding periods in 2019 primarily due to increases in the number of residential Internet and commercial business customers, price adjustments as well as an increase in our mobile service offset by a decrease in video customers and $85 million of waived receivables related to the KAC program.

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Revenues by service offering were as follows (dollars in millions; all percentages are calculated using whole numbers. Minor differences may exist due to rounding):

Three Months Ended June 30, Six Months Ended June 30,
20202019% Change20202019% Change
Internet$4,530  $4,103  10.4 %$8,937  $8,127  10.0 %
Video4,371  4,391  (0.4)%8,793  8,775  0.2 %
Voice451  489  (7.7)%908  993  (8.6)%
Residential revenue9,352  8,983  4.1 %18,638  17,895  4.2 %
Small and medium business983  963  2.0 %1,979  1,908  3.7 %
Enterprise606  652  (7.1)%1,228  1,295  (5.2)%
Commercial revenue1,589  1,615  (1.7)%3,207  3,203  0.1 %
Advertising sales249  395  (37.0)%614  740  (17.1)%
Mobile310  158  96.1 %568  298  90.9 %
Other196  196  — %407  417  (2.3)%
$11,696  $11,347  3.1 %$23,434  $22,553  3.9 %

The increase in Internet revenues from our residential customers is attributable to the following (dollars in millions):

Three months ended
June 30, 2020
compared to
three months ended
June 30, 2019
Increase / (Decrease)
Six months ended
June 30, 2020
compared to
six months ended
June 30, 2019
Increase / (Decrease)
Increase in average residential Internet customers$299  $529  
Increase related to rate, product mix and allocation changes128  281  
$427  $810  

Residential Internet customers grew by 2,069,000 customers from June 30, 2019 to June 30, 2020 due in part to higher demand for our services and the impacts of COVID-19 programs. The increase related to rate, product mix and allocation changes was primarily due to price adjustments including promotional roll-off offset by a $29 million reduction related to the KAC program credits.

Video revenues consist primarily of revenues from basic and digital video services provided to our residential customers, as well as franchise fees, equipment service fees and video installation revenue. The change in video revenues is attributable to the following (dollars in millions):

Three months ended
June 30, 2020
compared to
three months ended
June 30, 2019
Increase / (Decrease)
Six months ended
June 30, 2020
compared to
six months ended
June 30, 2019
Increase / (Decrease)
Increase related to rate, product mix and allocation changes$53  $228  
Decrease in average residential video customers(79) (202) 
Increase (decrease) in video on demand and pay-per-view (8) 
$(20) $18  

The increase related to rate, product mix and allocation changes was primarily due to price adjustments including annual increases and promotional roll-off partly offset by a $44 million reduction related to KAC program credits and a higher mix of streaming and lighter video packages within our video customer base. Residential video customers decreased by 150,000 from June 30, 2019 to June 30, 2020.

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The decrease in voice revenues from our residential customers is attributable to the following (dollars in millions):

Three months ended
June 30, 2020
compared to
three months ended
June 30, 2019
Increase / (Decrease)
Six months ended
June 30, 2020
compared to
six months ended
June 30, 2019
Increase / (Decrease)
Decrease in average residential voice customers$(27) $(61) 
Decrease related to rate, product mix and allocation changes(11) (24) 
$(38) $(85) 

Residential wireline voice customers decreased by 410,000 customers from June 30, 2019 to June 30, 2020. The decrease related to rate, product mix and allocation changes was primarily due to value-based pricing and a $3 million reduction related to KAC program credits.

The increase in small and medium business commercial revenues is attributable to the following (dollars in millions):

Three months ended
June 30, 2020
compared to
three months ended
June 30, 2019
Increase / (Decrease)
Six months ended
June 30, 2020
compared to
six months ended
June 30, 2019
Increase / (Decrease)
Increase in small and medium business customers$44  $106  
Decrease related to rate and product mix changes(24) (35) 
$20  $71  

Small and medium business customers grew by 78,000 from June 30, 2019 to June 30, 2020. The decrease related to rate and product mix changes was primarily due to a $17 million reduction related to COVID-19 programs.

Enterprise revenues decreased $46 million and $67 million during the three and six months ended June 30, 2020, respectively, compared to the corresponding periods in 2019 primarily due to the sale of non-strategic assets in the third quarter of 2019 and a revenue reduction of $18 million related to the Enterprise hospitality seasonal program. Enterprise PSUs increased 12,000 from June 30, 2019 to June 30, 2020.

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 $146 million and $126 million during the three and six months ended June 30, 2020, respectively, compared to the corresponding periods in 2019 due to lower local and national ad revenues due to COVID-19.

During the three and six months ended June 30, 2020, mobile revenues represented approximately $158 million and $289 million of device revenues, respectively, and approximately $152 million and $279 million of service revenues, respectively. During the three and six months ended June 30, 2019, mobile revenues represented approximately $111 million and $225 million of device revenues, respectively, and approximately $47 million and $73 million of service revenues, respectively. The revenue increases are attributable to an increase in mobile lines from 518,000 as of June 30, 2019 to 1,697,000 mobile lines as of June 30, 2020.

Other revenues consist of revenue from regional sports and news channels (excluding intercompany charges or advertising sales on those channels), home shopping, late payment fees, wire maintenance fees and other miscellaneous revenues. Other revenues remained unchanged during the three months ended June 30, 2020 compared to the corresponding period in 2019 and decreased $10 million during the six months ended June 30, 2020 compared to the corresponding periods in 2019 primarily due to a decrease in home security revenue and late payment fees offset by an increase in the sale of video devices.


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Operating costs and expenses. The increase 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):

Three months ended
June 30, 2020
compared to
three months ended
June 30, 2019
Increase / (Decrease)
Six months ended
June 30, 2020
compared to
six months ended
June 30, 2019
Increase / (Decrease)
Programming$46  $73  
Regulatory, connectivity and produced content(109) (119) 
Costs to service customers81  107  
Marketing(49) (18) 
Mobile136  250  
Other(52) (44) 
$53  $249  

Programming costs were approximately $2.9 billion and $5.8 billion for the three and six months ended June 30, 2020, respectively, representing 39% of total operating costs and expenses for both time periods, and $2.8 billion and $5.7 billion for the three and six months ended June 30, 2019, respectively, representing 39% of total operating costs and expenses for both time periods. Programming costs consist primarily of costs paid to programmers for basic, digital, premium, video on demand, and pay-per-view programming. The increase in programming costs is primarily a result of contractual rate adjustments, including renewals and increases in amounts paid for retransmission consent partly offset by lower video customers, nonrecurring benefits and a higher mix of lower cost video packages within our video customer base.  We expect programming rates will continue to increase due to a variety of factors, including annual increases imposed by programmers with additional selling power as a result of media consolidation, increased demands by owners of broadcast stations for payment for retransmission consent or linking carriage of other services to retransmission consent, and additional programming, particularly new services. We have been unable to fully pass these increases on to our customers and do not expect to be able to do so in the future without a potential loss of customers.

Regulatory, connectivity and produced content decreased $109 million and $119 million during the three and six months ended June 30, 2020, respectively, compared to the corresponding periods in 2019 primarily due to timing of sports rights fees driven by delayed games due to COVID-19 and lower regulatory pass-through fees offset by higher original programming costs and costs of video devices sold to customers.
Costs to service customers increased $81 million and $107 million during the three and six months ended June 30, 2020, respectively, compared to the corresponding periods in 2019 primarily due to higher labor costs resulting from COVID-19 related wage increases and flex time benefits along with 6.3% customer growth partially offset by lower medical costs and one-time payroll tax credits. Bad debt expense increased only slightly given the revenue write-off associated with the KAC program and better collections enhanced by government stimulus benefits.

Marketing costs decreased $49 million and $18 million during the three and six months ended June 30, 2020, respectively, compared to the corresponding periods in 2019 primarily due to better media placement rates and a one-time payroll tax credit.

Mobile costs of $413 million and $787 million for the three and six months ended June 30, 2020, respectively, and $277 million and $537 million for the three and six months ended 2019, respectively, were comprised of mobile device costs and mobile service and operating costs. The increases are attributable to increases in the number of mobile lines.


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The increase in other expense is attributable to the following (dollars in millions):

Three months ended
June 30, 2020
compared to
three months ended
June 30, 2019
Increase / (Decrease)
Six months ended
June 30, 2020
compared to
six months ended
June 30, 2019
Increase / (Decrease)
Corporate costs$17  $31  
Stock compensation expense 13  
Advertising sales expense(45) (34) 
Enterprise(26) (49) 
Other (6) (5) 
$(52) $(44) 

Advertising sales expense decreased due to lower cost of sales fees driven by lower revenue. Enterprise costs decreased primarily due to the sale of non-strategic assets in the third quarter of 2019.

Depreciation and amortization. Depreciation and amortization expense decreased by $72 million and $125 million during the three and six months ended June 30, 2020, respectively, compared to the corresponding periods in 2019 primarily due to a decrease in depreciation and amortization as certain assets acquired in acquisitions become fully depreciated offset by an increase in depreciation as a result of more recent capital expenditures.

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

Three months ended
June 30, 2020
compared to
three months ended
June 30, 2019
Increase / (Decrease)
Six months ended
June 30, 2020
compared to
six months ended
June 30, 2019
Increase / (Decrease)
Special charges, net$(17) $ 
(Gain) loss on sale of assets, net(43) (51) 
$(60) $(48) 

See Note 13 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for more information.

Interest expense, net. Net interest expense increased by $12 million and $67 million for the three and six months ended June 30, 2020, respectively, compared to the corresponding periods in 2019 primarily as a result of an increase in weighted average debt outstanding of approximately $6.5 billion and $5.5 billion, respectively, primarily due to the issuance of notes throughout 2019 and 2020 for general corporate purposes including stock buybacks and debt repayments offset by a reduction in weighted average interest rates.

Loss on extinguishment of debt. Loss on extinguishment of debt of $36 million and $63 million for the three and six months ended June 30, 2020, respectively, represents losses recognized as a result of the redemption of CCO Holdings notes. For more information, see Note 6 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements.”

Gain (loss) on financial instruments, net. We recorded gains on financial instruments of $64 million and losses on financial instruments of $254 million during the three and six months ended June 30, 2020, respectively, and losses on financial instruments of $119 million and $82 million during the three and six months ended June 30, 2019, respectively. Gains and losses on financial instruments are primarily recognized due to changes in the fair value of our cross-currency derivative instruments and the foreign currency remeasurement of the fixed-rate British pound sterling denominated notes (the “Sterling Notes”) into U.S. dollars. For more information, see Note 9 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements.”


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Other pension benefits, net. Net other pension benefits increased by $2 million and $3 million during the three and six months ended June 30, 2020, respectively, compared to the corresponding periods in 2019. For more information, see Note 20 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements.”

Other expense, net. Other expense, net primarily represents equity losses on our equity investments. Other expense, net also includes an impairment on equity investments of approximately $11 million and $121 million during the three and six months ended June 30, 2019, respectively.

Income tax expense. We recognized income tax expense of $166 million and $195 million for the three and six months ended June 30, 2020, respectively, and $84 million and $203 million for the three and six months ended June 30, 2019, respectively. Income tax expense increased during the three months ended June 30, 2020 compared to the corresponding period in 2019 primarily as a result of higher pretax income offset by increased recognition of excess tax benefits resulting from share-based compensation during 2020. Income tax expense decreased during the six months ended June 30, 2020 compared to the corresponding period in 2019 primarily as a result of increased recognition of excess tax benefits resulting from share-based compensation during 2020 and an internal entity simplification that increased expense in 2019 offset by higher pretax income in 2020. For more information, see Note 15 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements.”

Net income attributable to noncontrolling interest. Net income attributable to noncontrolling interest for financial reporting purposes represents A/N’s portion of Charter Holdings’ net income based on its effective common unit ownership interest and the preferred dividend of $37 million and $75 million for each of the three and six months ended June 30, 2020 and 2019, respectively. For more information, see Note 8 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements.”

Net income attributable to Charter shareholders. Net income attributable to Charter shareholders increased from $314 million and $567 million for the three and six months ended June 30, 2019, respectively, to $766 million and $1.2 billion for the three and six months ended June 30, 2020, respectively, primarily as a result of the factors described above.

Use of Adjusted EBITDA and Free Cash Flow

We use certain measures that are not defined by U.S. generally accepted accounting principles ("GAAP") to evaluate various aspects of our business. Adjusted EBITDA and free cash flow are non-GAAP financial measures and should be considered in addition to, not as a substitute for, net income attributable to Charter shareholders and net cash flows from operating activities reported in accordance with GAAP. These terms, as defined by us, may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA and free cash flow are reconciled to net income attributable to Charter shareholders and net cash flows from operating activities, respectively, below.

Adjusted EBITDA eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of our businesses as well as other non-cash or special items, and is unaffected by our capital structure or investment activities. However, this measure is limited in that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues and our cash cost of financing. These costs are evaluated through other financial measures.

Free cash flow is defined as net cash flows from operating activities, less capital expenditures and changes in accrued expenses related to capital expenditures.

Management and Charter’s board of directors use Adjusted EBITDA and free cash flow to assess our performance and our ability to service our debt, fund operations and make additional investments with internally generated funds. 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 $308 million and $619 million for the three and six months ended June 30, 2020, respectively, and $299 million and $599 million for the three and six months ended June 30, 2019, respectively.


37


Three Months Ended June 30, Six Months Ended June 30,
2020201920202019
Net income attributable to Charter shareholders$766  $314  $1,162  $567  
Plus: Net income attributable to noncontrolling interest110  72  181  136  
Interest expense, net957  945  1,937  1,870  
Income tax expense166  84  195  203  
Depreciation and amortization2,428  2,500  4,925  5,050  
Stock compensation expense90  82  180  167  
Loss on extinguishment of debt36  —  63  —  
(Gain) loss on financial instruments, net(64) 119  254  82  
Other pension benefits, net(11) (9) (21) (18) 
Other, net11  78   183  
Adjusted EBITDA$4,489  $4,185  $8,885  $8,240  
Net cash flows from operating activities$3,529  $2,761  $6,749  $5,447  
Less: Purchases of property, plant and equipment(1,877) (1,597) (3,338) (3,262) 
Change in accrued expenses related to capital expenditures214  (52) (174) (428) 
Free cash flow$1,866  $1,112  $3,237  $1,757  

Liquidity and Capital Resources

Introduction

This section contains a discussion of our liquidity and capital resources, including a discussion of our cash position, sources and uses of cash, access to credit facilities and other financing sources, historical financing activities, cash needs, capital expenditures and outstanding debt.

Recent Events

In February 2020, CCO Holdings and CCO Holdings Capital Corp. jointly issued $1.65 billion aggregate principal amount of 4.500% senior unsecured notes due 2030 at par and in March 2020, an additional $1.1 billion of the same series of notes were issued at a price of 102.5% of the aggregate principal amount. Also in March 2020, CCO Holdings and CCO Holdings Capital Corp. issued $1.4 billion aggregate principal amount of 4.500% senior unsecured notes due 2032 at par. The net proceeds were used to pay related fees and expenses and for general corporate purposes, including repaying certain indebtedness, including repayment of all of CCO Holdings' 5.250% senior notes due September 30, 2022, 5.125% senior notes due February 15, 2023, 5.125% senior notes due May 1, 2023, 5.750% senior notes due September 1, 2023 and 5.750% senior notes due January 15, 2024, as well as to fund potential buybacks of Charter Class A common stock and Charter Holdings common units.

In April 2020, Charter Operating and Charter Communications Operating Capital Corp. jointly issued $1.6 billion aggregate principal amount of 2.800% senior secured notes due April 2031 at a price of 99.561% of the aggregate principal amount and $1.4 billion aggregate principal amount of 3.700% senior secured notes due April 2051 at a price of 99.217% of the aggregate principal amount. The net proceeds were used to pay related fees and expenses and for general corporate purposes.

In June 2020, Charter Operating and Charter Communications Operating Capital Corp. redeemed all of their 3.579% senior secured notes due July 2020.

In July 2020, CCO Holdings and CCO Holdings Capital Corp. jointly issued $1.5 billion aggregate principal amount of 4.250% senior unsecured notes due 2031 at par and later in July 2020, an additional $1.5 billion of the same series of notes were issued at a price of 102%. The net proceeds will be used to pay related fees and expenses and for general corporate purposes, including repaying certain indebtedness, including repayment of all of CCO Holdings' 5.875% senior notes due April 1, 2024, as well as funding buybacks of Charter Class A common stock and Charter Holdings common units.

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Overview of Our Contractual Obligations and Liquidity

We have significant amounts of debt. The principal amount of our debt as of June 30, 2020 was $77.8 billion, consisting of $10.3 billion of credit facility debt, $45.3 billion of investment grade senior secured notes and $22.2 billion of high-yield senior unsecured notes. Our business requires significant cash to fund principal and interest payments on our debt. 

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. As we continue to grow our mobile services, we expect an initial funding period to grow a new product as well as negative working capital impacts from the timing of device-related cash flows when we sell the handset or tablet to customers pursuant to equipment installment plans. Free cash flow was $1.9 billion and $3.2 billion for the three and six months ended June 30, 2020, respectively, and $1.1 billion and $1.8 billion for the three and six months ended June 30, 2019, respectively. See table below for factors impacting free cash flow during the three and six months ended June 30, 2020 compared to the corresponding prior periods. As of June 30, 2020, the amount available under our credit facilities was approximately $4.7 billion and cash on hand was approximately $2.1 billion. 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.

We continue to evaluate the deployment of our cash on hand and anticipated future free cash flow including to invest in our business growth and other strategic opportunities, including 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 level. Our leverage ratio was 4.3 times Adjusted EBITDA as of June 30, 2020. As Adjusted EBITDA grows, we expect to increase the total amount of our indebtedness to maintain leverage within Charter's target leverage range. During the three and six months ended June 30, 2020, Charter purchased approximately 2.0 million and 6.5 million of Charter Class A common stock for approximately $1.0 billion and $3.2 billion, respectively, and during the three and six months ended June 30, 2019, Charter purchased approximately 2.2 million and 4.9 million shares, respectively, of Charter Class A common stock for approximately $837 million and $1.7 billion, respectively.

In December 2017, Charter and A/N entered into an amendment to the letter agreement (the "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. Charter Holdings purchased from A/N 0.3 million and 1.1 million Charter Holdings common units at an average price per unit of $445.15 and $481.68, or $125 million and $518 million, during the three and six months ended June 30, 2020, respectively, and 0.4 million and 0.8 million Charter Holdings common units at an average price per unit of $358.21 and $338.12, or $161 million and $254 million, during the three and six months ended June 30, 2019, respectively.

As of June 30, 2020, Charter had remaining board authority to purchase an additional $837 million of Charter’s Class A common stock and/or Charter Holdings common units. 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.

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.


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Free Cash Flow

Free cash flow increased $754 million and $1.5 billion during the three and six months ended June 30, 2020 compared to the corresponding prior periods in 2019 due to the following (dollars in millions).

Three months ended
June 30, 2020
compared to
three months ended
June 30, 2019
Increase / (Decrease)
Six months ended
June 30, 2020
compared to
six months ended
June 30, 2019
Increase / (Decrease)
Changes in working capital, excluding change in accrued interest$590  $902  
Increase in Adjusted EBITDA304  645  
Decrease in cash paid for interest, net114  28  
Increase in capital expenditures(280) (76) 
Other, net26  (19) 
$754  $1,480  

Free cash flow was reduced by $233 million and $493 million during the three and six months ended June 30, 2020, respectively, and $297 million and $588 million during the three and six months ended June 30, 2019, respectively, due to mobile with impacts negatively affecting working capital, capital expenditures and Adjusted EBITDA.

Limitations on Distributions

Distributions by our subsidiaries to a parent company for payment of principal on parent company notes are restricted under indentures and credit facilities governing our indebtedness, unless there is no default under the applicable indenture and credit facilities, and unless each applicable subsidiary’s leverage ratio test is met at the time of such distribution. As of June 30, 2020, there was no default under any of these indentures or credit facilities, and each subsidiary met its applicable leverage ratio tests based on June 30, 2020 financial results. There can be no assurance that they will satisfy these tests at the time of the contemplated distribution. Distributions by Charter Operating for payment of principal on parent company notes are further restricted by the covenants in its credit facilities.

However, without regard to leverage, during any calendar year or any portion thereof during which the borrower is a flow-through entity for tax purposes, and so long as no event of default exists, the borrower may make distributions to the equity interests of the borrower in an amount sufficient to make permitted tax payments.

In addition to the limitation on distributions under the various indentures, distributions by our subsidiaries may be limited by applicable law, including the Delaware Limited Liability Company Act, under which our subsidiaries may only make distributions if they have “surplus” as defined in the act.

Historical Operating, Investing, and Financing Activities

Cash, Cash Equivalents and Restricted Cash. We held $2.1 billion and $3.5 billion in cash and cash equivalents as of June 30, 2020 and December 31, 2019, respectively. We also held $5 million and $66 million in restricted cash as of June 30, 2020 and December 31, 2019, respectively, representing escrowed funds of a consolidated variable interest entity. See Note 3 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements.”

Operating Activities. Net cash provided by operating activities increased $1.3 billion during the six months ended June 30, 2020 compared to the six months ended June 30, 2019, primarily due to an increase in Adjusted EBITDA of $645 million and changes in working capital, excluding the change in accrued interest and accrued expenses related to capital expenditures, that used $648 million less cash.

Investing Activities. Net cash used in investing activities was $3.6 billion and $3.7 billion for the six months ended June 30, 2020 and 2019, respectively. The decrease in cash used was primarily due to the change in accrued expenses related to capital expenditures.


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Financing Activities. Net cash used in financing activities was $4.6 billion and $1.6 billion for the six months ended June 30, 2020 and 2019, respectively. The increase in cash used was primarily due to an increase in the purchase of treasury stock and noncontrolling interest and a decrease in the amount by which borrowings of long-term debt exceeded repayments.

Capital Expenditures

We have significant ongoing capital expenditure requirements.  Capital expenditures were $1.9 billion and $3.3 billion for the three and six months ended June 30, 2020, respectively, and $1.6 billion and $3.3 billion for the three and six months ended June 30, 2019, respectively.  The increase was primarily due to higher scalable infrastructure as a result of core network enhancement and node splits to maintain excess network capacity with growing customers and traffic, higher line extensions driven by continued network expansion, including to rural areas and an increase in Internet customer premise equipment. See the table below for more details.
 
We currently expect 2020 cable capital expenditures to decline as a percentage of cable revenue versus 2019. The actual amount of our capital expenditures in 2020 will depend on a number of factors including further spend related to product development and growth rates of both our residential and commercial businesses.

Our capital expenditures are funded primarily from cash flows from operating activities and borrowings on our credit facility. In addition, our accrued liabilities related to capital expenditures decreased by $174 million and $428 million for the six months ended June 30, 2020 and 2019, respectively.

The following tables present our major capital expenditures categories in accordance with National Cable and Telecommunications Association (“NCTA”) disclosure guidelines for the three and six months ended June 30, 2020 and 2019. These disclosure guidelines are not required disclosures under GAAP, nor do they impact our accounting for capital expenditures under GAAP (dollars in millions):

Three Months Ended June 30, Six Months Ended June 30,
2020201920202019
Customer premise equipment (a)$518  $492  $981  $1,057  
Scalable infrastructure (b)385  223  555  520  
Line extensions (c)422  363  765  684  
Upgrade/rebuild (d)155  155  284  286  
Support capital (e)397  364  753  715  
Total capital expenditures $1,877  $1,597  $3,338  $3,262  
Capital expenditures included in total related to:
Mobile$125  $93  $212  $181  
Commercial services$323  $324  $584  $629  

(a)Customer premise equipment includes costs incurred at the customer residence to secure new customers and revenue generating units, including customer installation costs and customer premise equipment (e.g., set-top boxes and cable modems).
(b)Scalable infrastructure includes costs not related to customer premise equipment, to secure growth of new customers and revenue generating units, or provide service enhancements (e.g., headend equipment).
(c)Line extensions include network costs associated with entering new service areas (e.g., fiber/coaxial cable, amplifiers, electronic equipment, make-ready and design engineering).
(d)Upgrade/rebuild includes costs to modify or replace existing fiber/coaxial cable networks, including betterments.
(e)Support capital includes costs associated with the replacement or enhancement of non-network assets due to technological and physical obsolescence (e.g., non-network equipment, land, buildings and vehicles).

Recently Issued Accounting Standards

See Note 21 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for a discussion of recently issued accounting standards.


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Item 3.     Quantitative and Qualitative Disclosures About Market Risk.

We use derivative instruments to manage foreign exchange risk on the Sterling Notes, and do not hold or issue derivative instruments for speculative trading purposes.

Cross-currency derivative instruments are used to effectively convert £1.275 billion aggregate principal amount of fixed-rate British pound sterling denominated debt, including annual interest payments and the payment of principal at maturity, to fixed-rate U.S. dollar denominated debt. The cross-currency derivative instruments have maturities of June 2031 and July 2042. We are required to post collateral on the cross-currency derivative instruments when such instruments are in a liability position. In April 2019, we entered into a collateral holiday agreement for 60% of both the 2031 and 2042 cross-currency swaps, which eliminates the requirement to post collateral for three years, as well as a ten year collateral cap on the remaining 40% of the cross-currency swaps which limits the required collateral posting on that 40% of the cross-currency swaps to $150 million. For more information, see Note 9 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements.”
As of June 30, 2020 and December 31, 2019, the weighted average interest rate on credit facility debt was approximately 1.7% and 3.3%, respectively, and the weighted average interest rate on the senior notes was approximately 5.3% and 5.4%, respectively, resulting in a blended weighted average interest rate of 4.8% and 5.1%, respectively. The interest rate on approximately 86% of the total principal amount of our debt was effectively fixed as of June 30, 2020 and December 31, 2019.
The table set forth below summarizes the fair values and contract terms of financial instruments subject to interest rate risk maintained by us as of June 30, 2020 (dollars in millions).

20202021202220232024ThereafterTotalFair Value
Debt:
Fixed-Rate$—  $1,700  $3,000  $1,500  $2,800  $57,580  $66,580  $73,353  
Average Interest Rate— %4.05 %4.46 %6.92 %5.33 %5.33 %5.30 %
Variable Rate$138  $277  $277  $436  $1,165  $8,895  $11,188  $10,852  
Average Interest Rate1.53 %1.50 %1.52 %1.65 %1.98 %2.27 %2.17 %

Interest rates on variable-rate debt are estimated using the average implied forward LIBOR for the year of maturity based on the yield curve in effect at June 30, 2020 including applicable bank spread.

Item 4.     Controls and Procedures.

As of the end of the period covered by this report, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our design and operation of disclosure controls and procedures with respect to the information generated for use in this quarterly report. The evaluation was based upon reports and certifications provided by a number of executives. Based on, and as of the date of that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to provide reasonable assurances that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based upon the evaluation, we believe that our controls provide such reasonable assurances.

During the quarter ended June 30, 2020, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.     Legal Proceedings.

See Note 19 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for Legal Proceedings.

Item 1A.     Risk Factors.

Our Annual Report on Form 10-K for the year ended December 31, 2019 includes "Risk Factors" under Item 1A of Part I. There have been no material changes from the updated risk factors described in our Form 10-K except as indicated below.

The ongoing COVID-19 pandemic could materially affect our financial condition and results of operations.

The ongoing COVID-19 pandemic has significantly increased economic and demand uncertainty. It is likely that the current pandemic and continued spread of COVID-19 will cause a significant economic recession. At this time, we cannot predict the duration of any business disruption and the ultimate impact of COVID-19 on our business, including the depth and duration of the economic impact to household formation and growth and our residential and business customers’ ability to pay for our products and services including the impact of extended unemployment benefits and other stimulus packages. We expect that some of the COVID-19 programs may result in incremental churn and bad debt during the remainder of the year. In addition, there is uncertainty regarding the impact of government emergency declarations, the ability of our suppliers and vendors to provide products and services to us, the pace of new housing construction, changes in business spend in our local and national ad sales business, the effects to our employees’ health and safety and resulting reorientation of our work activities, and the risk of limitations on the deployment and maintenance of our services (including by limiting our customer support and on-site service repairs and installations). The degree to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds.

(C) Purchases of Equity Securities by the Issuer

The following table presents Charter’s purchases of equity securities completed during the second quarter of 2020 (dollars in millions, except per share amounts):

Period
Total Number of Shares Purchased (1)
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
April 1 - 30, 2020557,005$443.45538,957$2
May 1 - 31, 2020604,565$512.05232,251$1,248
June 1 - 30, 20201,303,238$534.271,257,026$837

(1)Includes 18,048, 372,314 and 46,212 shares withheld from employees for the payment of taxes and exercise costs upon the exercise of stock options or vesting of other equity awards for the months of April, May and June 2020, respectively.
(2)During the three months ended June 30, 2020, Charter purchased approximately 2.0 million shares of its Class A common stock for approximately $1.0 billion. Charter Holdings purchased 0.3 million Charter Holdings common units from A/N at an average price per unit of $445.15, or $125 million, during the three months ended June 30, 2020. As of June 30, 2020, Charter had remaining board authority to purchase an additional $837 million of Charter’s Class A common stock and/or Charter Holdings common units. In addition to open market purchases including pursuant to Rule 10b5-1 plans adopted from time to time, Charter may also buy shares of Charter Class A common stock, from time to time, pursuant to private transactions outside of its Rule 10b5-1 plan and any such repurchases would also trigger the repurchases from A/N pursuant to and to the extent provided in the Letter Agreement.


43


Item 6.     Exhibits.

See Exhibit Index.

44


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Charter Communications, Inc. has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized.

CHARTER COMMUNICATIONS, INC.,
Registrant
By:/s/ Kevin D. Howard
Kevin D. Howard
Date: July 31, 2020Executive Vice President, Chief Accounting Officer and Controller


S-1



Exhibit Index
ExhibitDescription
  
10.1
10.2
10.3
10.4
31.1
31.2
32.1
32.2
101
The following financial information from Charter Communications, Inc.’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2020, filed with the Securities and Exchange Commission on July 31, 2020, formatted in iXBRL (inline eXtensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Changes in Shareholders' Equity; (iv) the Consolidated Statements of Cash Flows; and (vi) the Notes to the Consolidated Financial Statements.
104Cover Page, formatted in iXBRL and contained in Exhibit 101.



E-1

Document
Exhibit 31.1

I, Thomas M. Rutledge, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Charter Communications, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: July 31, 2020
/s/ Thomas M. Rutledge
Thomas M. Rutledge
Chairman and Chief Executive Officer

Document
Exhibit 31.2

I, Christopher L. Winfrey, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Charter Communications, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: July 31, 2020
/s/ Christopher L. Winfrey
Christopher L. Winfrey
Chief Financial Officer
(Principal Financial Officer)


Document
Exhibit 32.1



CERTIFICATION OF CHIEF EXECUTIVE
OFFICER REGARDING PERIODIC REPORT CONTAINING
FINANCIAL STATEMENTS

I, Thomas M. Rutledge, the Chairman and Chief Executive Officer of Charter Communications, Inc. (the "Company") in compliance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that, the Company's Quarterly Report on Form 10-Q for the three and six months ended June 30, 2020 (the "Report") filed with the Securities and Exchange Commission:
fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Thomas M. Rutledge
Thomas M. Rutledge
Chairman and Chief Executive Officer
July 31, 2020


Document
Exhibit 32.2


CERTIFICATION OF CHIEF FINANCIAL
OFFICER REGARDING PERIODIC REPORT CONTAINING
FINANCIAL STATEMENTS

I, Christopher L. Winfrey, the Chief Financial Officer of Charter Communications, Inc. (the "Company"), in compliance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that, the Company's Quarterly Report on Form 10-Q for the three and six months ended June 30, 2020 (the "Report") filed with the Securities and Exchange Commission:
fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Christopher L. Winfrey
Christopher L. Winfrey
Chief Financial Officer
(Principal Financial Officer)
July 31, 2020