2 0 1 7 A N N U A L R E P O R T
C
H
A
R
T
E
R
C
O
M
M
U
N
I
C
A
T
I
O
N
S
,
I
N
C
.
2
0
1
7
A
N
N
U
A
L
R
E
P
O
R
T
REDEFINING
WHAT A CABLE
COMPANY CAN BE
THIS IS
THE TIME TO
THINK
FORWARD.
The future belongs to those who make it. Which is why Spectrum
has built an ever-expanding, state-of-the-art, fiber-powered network.
A network that is designed to connect our customers with what
matters most to them today and tomorrow.
There are millions of devices that connect to our network every day. These
devices will continue to shape our customers’ passions for learning, working
and communicating. So, no matter what our customers want to do, Spectrum’s
advanced network is ready to deliver. We’re determined to provide unlimited
bandwidth and faster Internet speeds to our customers, who like us, don’t
like limits. Because connecting our customers to what matters to them,
matters to us. This is how Spectrum continues to redefine what a cable
company can be.
CHARTER COMMUNICATIONS
1
SPECTRUM GUIDE
Our customers want TV on their terms.
That’s why we have developed ground-
breaking user interfaces like our
Spectrum Guide, and continue to
deliver TV with incredible picture and
sound. Now, our customers are able to
experience a whole new level of control.
2
2017 ANNUAL REPORT
THE SPECTRUM
ADVANTAGE
Charter (NASDAQ: CHTR) is a leading broadband communications
company and the second largest cable operator in the United
States. Charter provides a full range of advanced broadband
services, including Spectrum TV™ video entertainment
programming, Spectrum Internet™ access, and Spectrum Voice™.
Spectrum Business™ similarly provides scalable, tailored, and
cost-effective broadband communications solutions to business
organizations, such as business-to-business Internet access, data
networking, business telephone, video and music entertainment
services, and wireless backhaul. Charter’s advertising sales and
production services are sold under the Spectrum Reach™ brand.
More information about Charter can be found at spectrum.com.
DELIVERING VALUE.
EXCEEDING
EXPECTATIONS.
CHARTER COMMUNICATIONS 3
TV
With over 200+ channels available in
crystal-clear high definition, our customers
can enjoy the very best in entertainment.
Plus, with the Spectrum TV App and the
over 30,000 On Demand titles, the same
great TV service is available on more
devices than ever before.
INTERNET
After increasing our starting Internet speeds to
100 Mbps and launching Spectrum Internet Gig,
customers now have more bandwidth than ever
before to do the things they enjoy. Spectrum
Internet is built on a fiber-powered network that
is ready for what customers need today and in
the future.
VOICE
With our reliable Voice service, customers
don’t have to worry about dropping calls
when they talk with their friends and family.
Plus, catching up is even easier with over a
dozen features and unlimited local and long
distance calling in the U.S., Mexico, Canada
and more.
WIFI HOTSPOTS
The growing number of Spectrum WiFi hotspots
spread throughout the country give customers
the chance to stay connected outside their homes.
When connected to Spectrum WiFi, our customers
can experience Spectrum Internet on their devices
without worrying about expensive data and
mobile charges.
4
2017 ANNUAL REPORT
THOMAS M. RUTLEDGE
Chairman and Chief Executive Officer
“
Today we offer straightforward, high-value
products, using a uniform approach across
our 50 million passings under one powerful
brand we call, Spectrum.
”
CHARTER COMMUNICATIONS 5
DEAR SHAREHOLDERS,
It has been nearly two years since we
We also made meaningful progress in
for faster customer relationship creation
closed our transactions with Time
consolidating our customer-facing
and long-term financial growth:
Warner Cable and Bright House
applications and platforms in 2017. We
Networks in May 2016. Since closing,
continued to integrate our three legacy
we have been focused on integrating
networks, backbone, and facilities. Over
our three legacy entities (Charter
the last 18 months, we have hired thou-
Communications, Time Warner Cable,
sands of new employees into good jobs,
• We will continue to drive penetration
of our Spectrum pricing and packaging
in our new markets—selling Spectrum-
branded services to new customers.
and Bright House Networks) into a single
in the communities we serve, creating
• By the end of 2018, our national net-
unified company, with a centralized,
a more insourced service and delivery
work will be fully digitized.
well-proven operating approach that
workforce, delivering a better customer
will allow us to grow faster over a
experience.
• We will expand our streaming video
on demand library to approximately
multi-year period.
For the full year 2017, we added 1 million
fifty thousand HD titles.
Our integration is going well and is on
new customers, ending the year with
schedule. And despite all the significant
27.2 million customers. We now have
changes we have made to our people,
relationships with over 50% of the
processes and core operations over the
households and small businesses in our
last 18 months, we have been able to
50 million passings footprint. In 2017,
avoid customer disruption and our core
we grew our revenue by approximately
business continues to grow quickly.
4% on a pro forma1 basis, to over $41 bil-
50000
In June of last year, we finished the roll-
out of our new pricing, packaging, and
40000
branding, across our national footprint.
30000
20000
Today we offer straightforward, high-
value products, using a uniform approach
across our 50 million passings, under
one powerful brand we call, Spectrum.
Our new products are succeeding with
10000
consumers. Quality sales have increased,
with nearly all of our new video custom-
0
ers purchasing our richer expanded basic
2016
2015
2017
lion, and our $15.3 billion of Adjusted
EBITDA2 grew by 5.8% on a pro forma
basis. That revenue and Adjusted EBITDA
growth is being driven by our strong
customer growth and robust transaction
and operating synergy realization. We
generated over $4 billion in free cash
flow2 and repurchased over $13 billion
of Charter stock and Charter Holdings
partnership units in 2017.
This year will be another busy year of
video product. And we now offer mini-
integration for Charter. We remain
mum Internet speeds of 100 Mbps in
focused on a number of key customer-
99% of our footprint.
facing initiatives which will position us
Adjusted
EBITDA1
(IN MILLIONS)
0
2015
2016
2017
2015
2016
2017
All results are pro forma for certain acquisitions
as if they had occurred at the beginning of the
earliest period presented.
%
6
+
1
0
3
5
1
$
,
4
6
4
4
1
$
,
4
0
0
3
1
$
,
16000
12000
8000
4000
30000
25000
20000
15000
10000
5000
0
2014
2016
2017
• By the end of this year, we expect
Spectrum guide to be available to
essentially all new video customers,
allowing us to fully expose the depth
of our large video content library.
Revenue1
(IN MILLIONS)
,
3
2
0
0
4
$
4
9
3
7
3
$
,
%
4
+
1
8
5
,
1
4
$
2015
2016
2017
All results are pro forma for certain acquisitions
as if they had occurred at the beginning of the
earliest period presented.
Residential &
Small and
Medium Business
Customers1
(IN THOUSANDS)
1
5
0
,
5
2
5
0
2
,
6
2
%
4
+
9
9
1
,
7
2
2015
2016
2017
All results are pro forma for certain acquisitions
as if they had occurred at the beginning of the
earliest period presented.
Revenue1
(IN MILLIONS)
3
2
0
,
0
4
$
4
9
3
,
7
3
$
%
4
+
1
8
5
,
1
4
$
Revenue1
(IN MILLIONS)
6
2017 ANNUAL REPORT
%
4
+
1
8
5
,
1
4
$
,
3
2
0
0
4
$
4
9
3
7
3
$
,
Adjusted
EBITDA1
(IN MILLIONS)
“
2015
2016
%
4
6
All results are pro forma for certain acquisitions
6
+
as if they had occurred at the beginning of the
4
earliest period presented.
4
1
$
2017
1
0
3
5
1
$
,
,
4
0
0
3
1
$
,
2015
2016
2017
All results are pro forma for certain acquisitions
as if they had occurred at the beginning of the
earliest period presented.
Our integration is going well and is on
schedule. And despite all the significant
changes we have made to our people,
processes and core operations over the
last 18 months, we have been able to
avoid customer disruption and our core
business continues to grow quickly.
”
• By year end, we will be offering gigabit
unique power of our high-capacity two-
0
2015
2016
2017
0
2015
2016
2017
Adjusted
EBITDA1
(IN MILLIONS)
%
6
+
1
0
3
,
5
1
$
4
6
4
,
4
1
$
50000
40000
30000
20000
10000
16000
12000
8000
4000
4
0
0
,
3
1
$
0
30000
25000
20000
15000
10000
5000
50000
40000
30000
20000
10000
16000
12000
8000
4000
30000
25000
20000
15000
10000
5000
2015
2016
2017
2015
2016
2017
All results are pro forma for certain acquisitions
as if they had occurred at the beginning of the
earliest period presented.
0
2015
2016
2017
2015
2016
2017
All results are pro forma for certain acquisitions
as if they had occurred at the beginning of the
earliest period presented.
0
2014
2016
2017
0
2014
2016
2017
Residential &
Small and
Medium Business
Customers1
(IN THOUSANDS)
1
5
0
5
2
,
5
0
2
6
2
,
%
4
+
9
9
1
,
7
2
2015
2016
2017
All results are pro forma for certain acquisitions
as if they had occurred at the beginning of the
earliest period presented.
service virtually everywhere we serve.
Residential &
Small and
• We will insource more of our field
Medium Business
Customers1
operations and our customer care work
forces, and continue to improve service.
(IN THOUSANDS)
• We are also on track to launch our
%
new mobile service in the middle of
4
+
2018, under our MVNO agreement
5
0
2
6
with Verizon. The goal is to create and
2
9
9
1
,
7
2
1
5
0
5
2
,
,
way network that allows us to offer
superior products and services at
attractive prices.
I would like to thank our investors for
their continued support and all of our
employees for their dedication.
Best Regards,
retain more cable customers. We also
expect that over time, our existing
infrastructure will put us in a unique
position to economically deploy new,
powerful products that benefit from
Thomas M. Rutledge
small cell wireless connectivity.
Chairman and Chief Executive Officer
So we have another very busy year of
2015
2016
2017
Charter Communications
execution ahead. We remain confident
All results are pro forma for certain acquisitions
as if they had occurred at the beginning of the
earliest period presented.
in our plan, our growth potential, and
our ability to drive value into our busi-
ness for our shareholders given the
1 All results are pro forma for certain acquisitions as if they had occurred at the beginning of the earliest period presented.
See Exhibit 99.1 in the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2016
filed with the Securities and Exchange Commission on November 3, 2016, which includes reconciliations of the pro forma
information to actual information for each quarter of 2015 and the first and second quarters of 2016. See the “Use of
Non-GAAP Financial Measures” section of this document for additional information.
2 Adjusted EBITDA and free cash flow are defined on page F-61 of this document in the “Use of Non-GAAP Financial
Measures” section.
CHARTER COMMUNICATIONS 7
THE CHARTER
FOOTPRINT
• 27.2 million customer relationships1
• 50.1 million estimated passings
• 41 states serviced
OUR
REACH
DRIVES
GROWTH
1Includes residential and small and medium business customers.
8
2017 ANNUAL REPORT
OPERATING SUMMARY
Financial Information
For the year ended December 31, (in millions, except ARPU data)
Revenue
Adjusted EBITDA2
Income from operations
Actual free cash flow2
Capital expenditures
Revenue per customer relationship
Operating Statistics
Approximate as of December 31, (in thousands, except penetration data)
Customer Relationships:
Residential
Small and Medium Business
Total customer relationships
% Residential non-video customer relationships
Single Play Penetration
Double Play Penetration
Triple Play Penetration
Primary Service Units:
Residential
Video
Internet
Voice
Residential primary service units
Small and Medium Business
Video
Internet
Voice
Small and Medium Business primary service units
Footprint:
Estimated video passings
Video penetration of estimated video passings
Estimated Internet passings
Internet penetration of estimated Internet passings
Estimated voice passings
Voice penetration of estimated voice passings
1 See footnote 1 on page 6 of this document.
2 Adjusted EBITDA and free cash flow are defined on page F-61 of this document in the “Use of Non-GAAP Financial
Measures” section.
Actual
2017
$ 41,581
$ 15,301
$ 4,106
$ 4,093
$ 8,681
$ 109.75
Actual
2017
25,639
1,560
27,199
35.5%
40.8%
25.3%
33.9%
16,544
22,545
10,427
49,516
453
1,358
912
2,723
50,066
33.9%
48,820
48.0%
49,088
23.1%
Pro Forma1
2016
$ 40,023
$ 14,464
$ 3,886
$ 3,319
$ 7,545
$ 109.57
Actual
2016
24,801
1,404
26,205
32.1%
38.9%
26.6%
34.6%
16,836
21,374
10,327
48,537
400
1,219
778
2,397
49,206
35.0%
48,933
46.2%
48,120
23.1%
FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 10-K
______________
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2017
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
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 Number)
400 Atlantic Street
Stamford, Connecticut 06901
(203) 905-7800
(Address of principal executive offices including zip code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
Title of each class
Name of Exchange which registered
Class A Common Stock, $.001 Par Value
NASDAQ Global Select Market
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
No
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
No
Indicate by check mark whether the registrants have submitted electronically and posted on their corporate website, if any, 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
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
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
Accelerated filer
Non-accelerated filer
Smaller reporting 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
No
The aggregate market value of the registrant of outstanding Class A common stock held by non-affiliates of the registrant at June 30, 2017 was approximately
$68.0 billion, computed based on the closing sale price as quoted on the NASDAQ Global Select Market on that date. For purposes of this calculation only,
directors, executive officers and the principal controlling shareholders or entities controlled by such controlling shareholders of the registrant are deemed to be
affiliates of the registrant.
There were 238,506,059 shares of Class A common stock outstanding as of December 31, 2017. There was 1 share of Class B common stock outstanding as of
the same date.
Documents Incorporated By Reference
Information required by Part III is incorporated by reference from Registrant’s proxy statement or an amendment to this Annual Report on Form 10-K to be filed
by April 30, 2018.
CHARTER COMMUNICATIONS, INC.
FORM 10-K — FOR THE YEAR ENDED DECEMBER 31, 2017
TABLE OF CONTENTS
PART I
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
PART II
Item 5
Item 6
Item 7
Item 7A
Item 8
Item 9
Item 9A
Item 9B
PART III
Item 10
Item 11
Item 12
Item 13
Item 14
PART IV
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Item 15
Exhibits and Financial Statement Schedules
Signatures
Exhibit Index
Page No.
1
16
26
26
26
26
27
29
30
50
51
51
51
52
53
53
53
53
53
54
S- 1
E- 1
This annual report on Form 10-K is for the year ended December 31, 2017. 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. Information incorporated by reference is considered to be part
of this annual report. In addition, information that we file with the SEC in the future will automatically update and supersede
information contained in this annual report. In this annual report, “Charter,” “we,” “us” and “our” refer to Charter Communications,
Inc. and its subsidiaries.
i
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS:
This annual 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 Part I. Item 1. under the heading “Business” and in Part II. Item 7. under the heading
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this annual report. Although we
believe that our plans, intentions and expectations 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 in Part I. Item 1A.
under “Risk Factors” and in Part II. Item 7. under the heading, “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” in this annual report. Many of the forward-looking statements contained in this annual 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” and “potential,” among others.
Important factors that could cause actual results to differ materially from the forward-looking statements we make in this annual
report are set forth in this annual report and in other reports or documents that we file from time to time with the SEC, and include,
but are not limited to:
•
•
•
•
•
•
•
•
•
•
•
our ability to efficiently and effectively integrate acquired operations;
our ability to sustain and grow revenues and cash flow from operations by offering video, Internet, voice, mobile,
advertising and other services to residential and commercial customers, to adequately meet the customer experience
demands in our markets and to maintain and grow our customer base, particularly in the face of increasingly aggressive
competition, the need for innovation and the related capital expenditures;
the impact of competition from other market participants, including but not limited to incumbent telephone companies,
direct broadcast satellite operators, wireless broadband and telephone providers, digital subscriber line (“DSL”) providers,
fiber to the home providers, video provided over the Internet by (i) market participants that have not historically competed
in the multichannel video business, (ii) traditional multichannel video distributors, and (iii) content providers that have
historically licensed cable networks to multichannel video distributors, and providers of advertising over the Internet;
general business conditions, economic uncertainty or downturn, unemployment levels and the level of activity in the
housing sector;
our ability to obtain programming at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher
programming costs (including retransmission consents);
our ability to develop and deploy new products and technologies including mobile products, our cloud-based user interface,
Spectrum Guide®, and downloadable security for set-top boxes, and any other cloud-based consumer services and service
platforms;
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;
any events that disrupt our networks, information systems or properties and impair our operating activities or our
reputation;
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 annual report.
ii
Item 1. Business.
Introduction
PART I
We are the second largest cable operator in the United States and a leading broadband communications services company providing
video, Internet and voice services to approximately 27.2 million residential and business customers at December 31, 2017. In
addition, we sell video and online advertising inventory to local, regional and national advertising customers and fiber-delivered
communications and managed information technology (“IT”) solutions to large enterprise customers. We also own and operate
regional sports networks and local sports, news and community channels and sell security and home management services in the
residential marketplace.
Our core strategy is to deliver high quality products at competitive prices, combined with outstanding service. This strategy,
combined with simple, easy to understand pricing and packaging, is central to our goal of growing our customer base while also
selling more services to each customer. We expect to execute this strategy by managing our operations in a consumer-friendly,
efficient and cost-effective manner. Our operating strategy includes insourcing much of our customer care and field operations
workforces, which results in higher quality service transactions. While an insourced operating model can increase field operations
and customer care costs associated with each service transaction, the higher quality nature of insourced labor service transactions
significantly reduces the volume of service transactions per customer, more than offsetting the higher investment made in each
service transaction. As we reduce the number of service transactions and recurring costs per customer relationship, we effectively
pass those savings on to our customers in the form of products and prices that we believe provide more value than what our
competitors offer. The combination of offering competitively priced products and high quality service, allows us to increase the
number of customers we serve over our fixed network and increase the number of products we sell to each customer, while at the
same time reducing the number of service transactions per relationship, improving customer satisfaction and reducing churn,
which results in lower costs to acquire and serve customers. We are also reducing our operating costs per customer relationship
by providing customers with the ability to communicate with us through a variety of new forums that they may favor over telephonic
communications. These forums include our customer website, mobile device applications, online chat and social media, which
are less costly for us to provide than direct telephonic communications. Ultimately, our operating strategy enables us to offer high
quality, competitively priced services profitably, while continuing to invest in new products and services.
Our principal executive offices are located at 400 Atlantic Street, Stamford, Connecticut 06901. Our telephone number is (203)
905-7800, and we have a website accessible at www.charter.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, and all amendments thereto, are available on our website free of charge as soon as
reasonably practicable after they have been filed. The information posted on our website is not incorporated into this annual
report.
The Transactions
On May 18, 2016, the transactions contemplated by the Agreement and Plan of Mergers dated as of May 23, 2015 (the “Merger
Agreement”), by and among Time Warner Cable Inc. ("Legacy TWC"), Charter Communications, Inc. prior to the closing of the
Merger Agreement (“Legacy Charter”), CCH I, LLC, previously a wholly owned subsidiary of Legacy Charter and certain other
subsidiaries of CCH I, LLC were completed (the “TWC Transaction,” and together with the Bright House Transaction described
below, the “Transactions”). As a result of the TWC Transaction, CCH I, LLC became the new public parent company that holds
the operations of the combined companies and was renamed Charter Communications, Inc.
Also, on May 18, 2016, Legacy Charter and Advance/Newhouse Partnership (“A/N”), the former parent of Bright House Networks,
LLC (“Legacy Bright House”), completed their previously announced transaction, pursuant to a definitive Contribution Agreement
(the “Contribution Agreement”), under which Charter acquired Legacy Bright House (the “Bright House Transaction”). Pursuant
to the Bright House Transaction, Charter became the owner of the membership interests in Legacy Bright House and the other
assets primarily related to Legacy Bright House (other than certain excluded assets and liabilities and non-operating cash).
In connection with the TWC Transaction, Legacy Charter and Liberty Broadband completed their previously announced
transactions pursuant to their investment agreement, in which Liberty Broadband purchased shares of Charter Class A common
stock to partially finance the cash portion of the TWC Transaction consideration, and in connection with the Bright House
Transaction, Liberty Broadband purchased shares of Charter Class A common stock (the "Liberty Transaction"). See Note 3 to
the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data,”
for more information on the Transactions.
1
Corporate Entity Structure
The chart below sets forth our entity structure and that of our direct and indirect subsidiaries. The chart does not include all of
our affiliates and subsidiaries and, in some cases, we have combined separate entities for presentation purposes. The equity
ownership percentages shown below are approximations. Indebtedness amounts shown below are principal amounts as of
December 31, 2017. See Note 9 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial
Statements and Supplementary Data,” which also includes the accreted values of the indebtedness described below.
2
Products and Services
We offer our customers subscription-based video services, including video on demand (“VOD”), high definition (“HD”) television,
and digital video recorder (“DVR”) service, Internet services and voice services. As of December 31, 2017, 74% of our footprint
was all-digital enabling us to offer more HD channels, faster Internet speeds and better video picture quality and we intend to
transition the remaining portions of our Legacy TWC and Legacy Bright House footprints to all-digital. Our video, Internet, and
voice services are offered to residential and commercial customers on a subscription basis, with prices and related charges based
on the types of service selected, whether the services are sold as a “bundle” or on an individual basis, and the equipment necessary
to receive our services. Bundled services are available to substantially all of our passings, and approximately 59% of our customers
subscribe to a bundle of services.
All customer statistics as of December 31, 2017 include the operations of Legacy TWC, Legacy Bright House and Legacy Charter,
each of which is based on individual legacy company reporting methodology. These methodologies differ and their differences
may be material. Statistical reporting will be conformed over time to a single reporting methodology. The following table
summarizes our customer statistics for video, Internet and voice as of December 31, 2017 and 2016 (in thousands except per
customer data and footnotes).
Approximate as of
December 31,
2017 (a)
2016 (a)(b)
Customer Relationships (c)
Residential
Small and Medium Business
Total Customer Relationships
Residential Primary Service Units ("PSUs")
Video
Internet
Voice
25,639
1,560
27,199
16,544
22,545
10,427
49,516
Monthly Residential Revenue per Residential Customer (d)
$
109.75
$
Small and Medium Business PSUs
Video
Internet
Voice
453
1,358
912
2,723
24,801
1,404
26,205
16,836
21,374
10,327
48,537
109.57
400
1,219
778
2,397
Monthly Small and Medium Business Revenue per Customer (e)
$
207.36
$
213.87
Enterprise PSUs (f)
114
97
(b)
(a) We calculate the aging of customer accounts based on the monthly billing cycle for each account. On that basis, as of
December 31, 2017 and 2016, customers include approximately 245,800 and 208,400 customers, respectively, whose
accounts were over 60 days past due, approximately 19,500 and 15,500 customers, respectively, whose accounts were
over 90 days past due, and approximately 12,600 and 8,000 customers, respectively, whose accounts were over 120 days
past due.
In the second quarter of 2017, we conformed the seasonal customer program in the Legacy Bright House footprint to our
program. Prior to the plan change, Legacy Bright House customers enrolling in the seasonal plan were charged a one-
time fee and counted as customer disconnects, and as new connects, when moving off the seasonal plan. Under our
seasonal plan, residential customers pay a reduced monthly fee while the seasonal plan is active and remain reported as
customers. Excluding the impact of customer activity related to Legacy Bright House's previous seasonal plan, residential
customer relationships and video, Internet and voice PSUs at December 31, 2016 would have been higher by approximately
10,000, 8,000, 12,000 and 7,000 respectively.
(c) Customer relationships include the number of customers that receive one or more levels of service, encompassing video,
Internet and voice services, without regard to which service(s) such customers receive. Customers who reside in residential
3
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 excludes enterprise customer relationships.
(d) Monthly residential revenue per residential customer is calculated as total residential video, Internet and voice annual
revenue divided by twelve divided by average residential customer relationships during the respective year.
(e) Monthly small and medium business revenue per customer is calculated as total small and medium business annual
revenue divided by twelve divided by average small and medium business customer relationships during the respective
year.
(f) Enterprise PSUs represent the aggregate number of fiber service offerings counting each separate service offering as an
individual PSU.
Residential Services
Video Services
Our video customers receive a package of basic programming which, in our all-digital markets, generally includes a digital set-
top box that provides an interactive electronic programming guide with parental controls, access to pay-per-view services, including
VOD (available to nearly all of our passings), digital music channels and the option to view certain video services on third party
devices. Customers have the option to purchase additional tiers of services including premium channels which provide original
programming, commercial-free movies, sports, and other special event entertainment programming. Substantially all of our video
programming is available in HD. We also offer certain video packages containing a limited number of channels via our cable
television systems.
In the vast majority of our footprint, we offer VOD service which allows customers to select from approximately 35,000 titles at
any time. VOD includes standard definition, HD and three dimensional (“3D”) content. VOD programming options may be
accessed for free if the content is associated with a customer’s linear subscription, or for a fee on a transactional basis. VOD
services are also offered on a subscription basis included in a digital tier premium channel subscription or for a monthly fee. Pay-
per-view channels allow customers to pay on a per-event basis to view a single showing of a one-time special sporting event,
music concert, or similar event on a commercial-free basis.
Our goal is to provide our video customers with the programming they want, when they want it, on any device. DVR service
enables customers to digitally record programming and to pause and rewind live programming. Customers can also use our
Spectrum TV application available on mobile devices, residential devices and on our website, to watch up to 250 channels of cable
TV, view VOD programming, remotely control digital set-top boxes while in the home and to program DVRs remotely. Customers
also have access to programmer authenticated applications and websites (known as TV Everywhere services) such as HBO Go®,
Fox Now®, Discovery Go® and WatchESPN®.
In certain markets, we have launched Spectrum Guide®, a network or “cloud-based” user interface that can run on traditional set-
top boxes, with a look and feel that is similar to that of the Spectrum TV App. Spectrum Guide® is designed to allow our customers
to enjoy a state-of-the-art video experience on the majority of our set-top boxes, including accessing third-party video applications
such as Netflix. The guide enables customers to find video content more easily across cable TV channels and VOD options. We
plan to continue to deploy Spectrum Guide across our footprint and enhance this technology in 2018 and beyond.
Internet Services
In 2017, we completed our launch of Spectrum pricing and packaging (“SPP”) and now offer an entry level Internet download
speed of at least 100 megabits per second (“Mbps”) across 99% of our footprint and 200 Mbps across 17% of our footprint, which
among other things, allows several people within a single household to stream HD video content online while simultaneously
using our Internet service for non-video purposes. Additionally, leveraging DOCSIS 3.1 technology, we had introduced speed
offerings of 940 Mbps ("Spectrum Internet Gig") in 17% of our footprint as of December 31, 2017. Finally, we offer a security
suite with our Internet services which, upon installation by customers, provides protection against computer viruses and spyware
and includes parental control features.
We offer an in-home WiFi product that provides customers with high performance wireless routers to maximize their in-home
wireless Internet experience. Additionally, we offer an out-of-home WiFi service (“Spectrum WiFi”) in most of our footprint to
our Internet customers at designated “hot spots.” In 2018, we expect to continue to expand WiFi accessibility to our customers
through our network of WiFi hotspots.
4
Voice Services
We provide voice communications services using voice over Internet protocol ("VoIP") technology to transmit digital voice signals
over our network. Our voice services include unlimited local and long distance calling to the United States, Canada, Mexico and
Puerto Rico, voicemail, call waiting, caller ID, call forwarding and other features and offers international calling either by the
minute, or through packages of minutes per month. For customers that subscribe to both our voice and video offerings, caller ID
on TV is also available in most areas.
Mobile Services
Our mobile strategy is built on the long-term vision of an integrated fixed/wireless network with differentiated products, and the
ability to maximize the potential of our existing cable business. We intend to launch our Spectrum-branded mobile service in
2018 to residential customers via our mobile virtual network operator (“MVNO”) reseller agreement with Verizon Wireless. In
the second phase, we plan to use our WiFi network in conjunction with additional unlicensed or licensed spectrum to improve
network performance and expand capacity to offer consumers a superior wireless service. In furtherance of this second phase,
we have experimental wireless licenses from the Federal Communications Commission ("FCC") that we are utilizing to test next
generation wireless services in several markets around the country. We currently plan to only offer our Spectrum mobile service
to residential customers subscribing to our Internet service. In the future, we may also offer mobile service to our small and
medium business customers on similar terms. We believe Spectrum-branded mobile services will drive more sales of our core
products, create longer customer lives and increase profitability and cash flow over time. As we launch our new 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 provide the handset or tablet to customers pursuant to equipment installment plans.
We are exploring working with a variety of partners and vendors in a number of operational areas within the wireless space,
including: creating common operating platforms; technical standards development and harmonization; device forward and reverse
logistics; and emerging wireless technology platforms. The efficiencies created are expected to provide more choice, innovative
products and competitive prices for customers. We intend to consider and pursue opportunities in the mobile space which may
include entering into joint ventures or partnerships with wireless or cable providers which may require significant investment.
There is no assurance we will enter into such arrangements or that if we do, that they will be successful.
Commercial Services
We offer scalable broadband communications solutions for businesses and carrier organizations of all sizes, selling Internet access,
data networking, fiber connectivity to cellular towers and office buildings, video entertainment services and business telephone
services.
Small and Medium Business
Spectrum Business offers Internet, voice and video services to small and medium businesses over our hybrid fiber coaxial network
that are similar to those that we provide to our residential customers. Spectrum Business includes a full range of video programming
and entry-level Internet speeds of 100 Mbps downstream and 10 Mbps upstream. Additionally, customers can upgrade their
Internet speeds to 200 or 300 Mbps downstream. Spectrum Business also includes a set of business services including web hosting,
e-mail and security, and multi-line telephone services with more than 30 business features including web-based service management,
that are generally not available to residential customers.
Enterprise Solutions
Spectrum Enterprise offers fiber-delivered communications and managed IT solutions to larger businesses, as well as high-capacity
last-mile data connectivity services to wireless and wireline carriers, Internet Service Providers (“ISPs”) and other competitive
carriers on a wholesale basis. Spectrum Enterprise's product portfolio includes fiber Internet access, voice trunking services,
hosted voice, Ethernet services that privately and securely connect geographically dispersed client locations, and video solutions
designed to meet the needs of hospitality, education, and health care clients. In addition, Spectrum Enterprise is beginning market
field trials of an innovative Hybrid Software-Defined Wide Area Network, that enables businesses to leverage the performance
of Ethernet, the ubiquity of Internet connectivity and the flexibility of a software-defined solution to solve a wide array of business
communications and networking challenges. Our managed IT portfolio includes Cloud Infrastructure as a Service and Cloud
Desktop as a Service, and managed hosting, application, and messaging solutions, along with other related IT and professional
services. Our large serviceable footprint allows us to effectively serve business customers with multiple sites across given
5
geographic regions. These customers can benefit from obtaining advanced services from a single provider simplifying procurement
and potentially reducing their costs.
Advertising Services
Our advertising sales division, Spectrum Reach®, offers local, regional and national businesses the opportunity to advertise in
individual and multiple markets on cable television networks and digital outlets. We receive revenues from the sale of local
advertising across various platforms for networks such as MTV®, CNN® and ESPN®. In any particular market, we typically insert
local advertising on up to 60 channels. Our large footprint provides opportunities for advertising customers to address broader
regional audiences from a single provider and thus reach more customers with a single transaction. Our size also provides scale
to invest in new technology to create more targeted and addressable advertising capabilities.
Available advertising time is generally sold by our advertising sales force. In some markets, we have formed advertising
interconnects or entered into representation agreements with other video distributors, including, among others, Verizon
Communications Inc.’s (“Verizon”) fiber optic service (“FiOS”) and AT&T Inc.’s (“AT&T”) U-verse and DIRECTV platforms,
under which we sell advertising on behalf of those operators. In other markets, we enter into representation agreements under
which another operator in the area will sell advertising on our behalf. These arrangements enable us and our partners to deliver
linear commercials across wider geographic areas, replicating the reach of local broadcast television stations to the extent possible.
In addition, we enter into interconnect agreements from time to time with other cable operators, which, on behalf of a number of
video operators, sells advertising time to national and regional advertisers in individual or multiple markets.
Additionally, we sell the advertising inventory of our owned and operated local sports, news and lifestyle channels, of our regional
sports networks that carry Los Angeles Lakers’ basketball games and other sports programming and of SportsNet LA, a regional
sports network that carries Los Angeles Dodgers’ baseball games and other sports programming.
We are in the process of deploying advanced advertising products such as our Audience App, which uses our proprietary set-top
box viewership data (all anonymized and aggregated) to optimize linear inventory, and household addressability, which allows
for more finite targeting, within various parts of our footprint. These new products will be distributed across more of our footprint
in 2018.
Other Services
Regional Sports and News Networks
We have an agreement with the Los Angeles Lakers for rights to distribute all locally available Los Angeles Lakers’ games through
2033. We broadcast those games on our regional sports network, Spectrum SportsNet. We also manage 16 local news channels,
including Spectrum News NY1, a 24-hour news channel focused on New York City, 10 local sports channels and one local lifestyle
community channel, and we own 26.8% of Sterling Entertainment Enterprises, LLC (doing business as SportsNet New York), a
New York City-based regional sports network that carries New York Mets’ baseball games as well as other regional sports
programming.
American Media Productions, LLC ("American Media Productions"), an unaffiliated third party, owns SportsNet LA, a regional
sports network carrying the Los Angeles Dodgers’ baseball games and other sports programming. In accordance with agreements
with American Media Productions, we act as the network’s exclusive affiliate and advertising sales representative and have certain
branding and programming rights with respect to the network. In addition, we provide certain production and technical services
to American Media Productions. The affiliate, advertising, production and programming agreements continue through 2038.
Security and Home Management
We provide security and home management services to our residential customers in certain markets. Our broadband cable system
connects the customer’s in-home system to our emergency response center for traditional security, fire and medical emergency
monitoring and dispatch. The service also allows customers to remotely arm or disarm their security system, monitor their home
via indoor and outdoor cameras, and remotely operate key home functions, including setting and controlling lights, thermostats
and door locks.
Pricing of Our Products and Services
Our revenues are principally derived from the monthly fees customers pay for the services we provide. We typically charge a
one-time installation fee which is sometimes waived or discounted in certain sales channels during certain promotional periods.
6
Our SPP generally offers a standardized price for each tier of service, bundle of services, and add-on service, regardless of market
and emphasizes triple play bundles of video, Internet and voice services. Our most popular and competitive services are combined
in core packages at what we believe are attractive prices. We believe our approach:
•
•
•
•
•
offers simplicity for customers to understand our offers, and for our employees in service delivery;
drives our ability to package more services at the time of sale, thus increasing revenue per customer;
offers a higher quality and more value-based set of services, including faster Internet speeds, more HD channels, lower
equipment fees and a more transparent pricing structure;
drives higher customer satisfaction, lower service calls and churn; and
allows for gradual price increases at the end of promotional periods.
Our Network Technology and Customer Premise Equipment
Our network includes three key components: a national backbone, regional/metro networks and a “last-mile” network. Both our
national backbone and regional/metro network components utilize a redundant Internet Protocol ("IP") ring/mesh architecture.
The national backbone component provides connectivity from regional demarcation points to nationally centralized content,
connectivity and services. The regional/metro network components provide connectivity between the regional demarcation points
and headends within a specific geographic area and enable the delivery of content and services between these network components.
Our last-mile network utilizes a hybrid fiber coaxial cable (“HFC”) architecture, which combines the use of fiber optic cable with
coaxial cable. In most systems, we deliver our signals via fiber optic cable from the headend to a group of nodes, and use coaxial
cable to deliver the signal from individual nodes to the homes served by that node. For our fiber Internet, Ethernet, carrier wholesale,
SIP and PRI Spectrum Enterprise customers, fiber optic cable is extended from individual nodes to the customer’s site. For certain
new build and MDU sites, we increasingly bring fiber to the customer site. Our design standard is six strands of fiber to each
node, with two strands activated and four strands reserved for spares and future services. This design standard allows these
additional strands to be utilized for additional residential traffic capacity, and enterprise customer needs as they arise. We believe
that this hybrid network design provides high capacity and signal quality. The design also provides two-way signal capabilities
for the support of interactive services.
HFC architecture benefits include:
•
•
•
bandwidth capacity to enable traditional and two-way video and broadband services;
dedicated bandwidth for two-way services; and
signal quality and high service reliability.
Approximately 98% of our estimated passings are served by systems that have bandwidth of 750 megahertz or greater as of
December 31, 2017. This bandwidth capacity enables us to offer HD television, DOCSIS-based Internet services and voice
services.
An all-digital platform enables us to offer a larger selection of HD channels, faster Internet speeds and better picture quality while
providing greater plant security and enabling lower installation and disconnect service truck rolls. We are currently all-digital in
74% of our footprint and intend to transition the remaining portions of our Legacy TWC and Legacy Bright House footprints.
We have been introducing our new set-top box, WorldBox, to consumers in certain markets. The WorldBox design has opened
the set-top box market to new vendors and reduced our set-top box costs. WorldBox also includes more advanced features and
functionality than older set-top boxes, including faster processing times, IP capabilities with increased speed, additional
simultaneous recordings, increased DVR storage capacity, and a greater degree of flexibility for consumers to take Charter-
provisioned set-top boxes with them, if and when, they move residences. We have also been introducing our new cloud-based user
interface, Spectrum Guide®, to our video customers in certain markets. Spectrum Guide® improves video content search and
discovery, and fully enables our on-demand offering. In addition, Spectrum Guide® can function on the majority of our set-top
boxes, reducing costs and customer disruption to swap equipment for new functionality.
Management, Customer Operations and Marketing
Our operations are centralized, with senior executives located at several key corporate offices, responsible for coordinating and
overseeing operations, including establishing company-wide strategies, policies and procedures. Sales and marketing, network
operations, field operations, customer operations, engineering, advertising sales, human resources, legal, government relations,
information technology and finance are all directed at the corporate level. Regional and local field operations are responsible for
7
customer premise service transactions and maintaining and constructing that portion of our network which is located outdoors. In
2018, our field operations group continues to focus on standardizing practices, processes, procedures and metrics.
We continue to focus on improving the customer experience through enhanced product offerings, reliability of services, and
delivery of quality customer service. As part of our operating strategy, we are committed to investments and hiring plans that
continue to insource most of our customer operations workload. In-house domestic call centers handled approximately 75% of
our customer service calls and are managed centrally to ensure a consistent, high quality customer experience. Routing calls by
particular call types to specific agents that only handle such call types, enables agents to become experts in addressing specific
customer needs, thus creating a better customer experience. We also continue to migrate our call centers to full virtualization
which allows calls to be routed across our call centers regardless of the location origin of the call, reducing call wait times, and
saving costs. A new call center agent desktop interface tool, already used at Legacy Charter, is being developed for Legacy TWC
and Legacy Bright House. This new desktop interface tool will enable virtualization of all call centers, regardless of legacy billing
platform, and will better serve our customers.
We also provide customers with the opportunity to interact with us through a variety of forums in addition to telephonic
communications, including through our customer website, mobile device applications, online chat and social media. Our customer
websites and mobile applications enable customers to pay their bills, manage their accounts, order new services and utilize self-
service help and support.
We sell our residential and commercial services using a national brand platform known as Spectrum®, Spectrum Business® and
Spectrum Enterprise®. These brands reflect our comprehensive approach to industry-leading products, driven by speed,
performance and innovation. Our marketing strategy emphasizes the sale of our bundled services through targeted direct response
marketing programs to existing and potential customers, and increases awareness and the value of the Spectrum brand. Our
marketing organization creates and executes marketing programs intended to grow customer relationships, increase the number
of services we sell per relationship, retain existing customers and cross-sell additional products to current customers. We monitor
the effectiveness of our marketing efforts, customer perception, competition, pricing, and service preferences, among other factors,
in order to increase our responsiveness to our customers and to improve our sales and customer retention. The marketing
organization manages the majority of the sales channels including direct sales, on-line, outbound telemarketing and stores.
Programming
We believe that offering a wide variety of video programming choices influences a customer’s decision to subscribe and retain
our cable video services. We obtain basic and premium programming, usually pursuant to written contracts from a number of
suppliers. Media corporation consolidation has, however, resulted in fewer suppliers and additional selling power on the part of
programming suppliers. Our programming contracts are generally for a fixed period of time, usually for multiple years, and are
subject to negotiated renewal. Recently, we have begun entering into agreements to co-produce original content which give us the
right to provide our customers with certain exclusive content, for a period of time.
Programming is usually made available to us for a license fee, which is generally paid based on the number of customers to whom
we make that programming available. Programming license fees may include “volume” discounts and financial incentives to
support the launch of a channel and/or ongoing marketing support, as well as discounts for channel placement or service penetration.
For home shopping channels, we typically receive a percentage of the revenue attributable to our customers’ purchases. We also
offer VOD and pay per view channels of movies and events that are subject to a revenue split with the content provider.
Our programming costs have increased in excess of customary inflationary and cost-of-living type increases. We expect
programming costs to continue to increase due to a variety of factors including, annual increases pursuant to our programming
contracts, contract renewals with programmers and the carriage of incremental programming, including new services, higher
expanded basic video penetration and VOD programming. Increases in the cost of sports programming and the amounts paid for
broadcast station retransmission consent have been the largest contributors to the growth in our programming costs over the last
few years. Additionally, the demands of large media companies who link carriage of their most popular networks to carriage and
cost increases of their less popular networks, has limited our flexibility in creating more tailored and cost-sensitive programming
packages for consumers.
Federal law allows commercial television broadcast stations to make an election between “must-carry” rights and an alternative
“retransmission-consent” regime. When a station opts for retransmission-consent, we are not allowed to carry the station’s signal
without that station’s permission. Continuing demands by owners of broadcast stations for cash payments at substantial increases
over amounts paid in prior years in exchange for retransmission consent will increase our programming costs or require us to cease
carriage of popular programming, potentially leading to a loss of customers in affected markets.
8
Over the past several years, increases in our video service rates have not fully offset the increases in our programming costs, and
with the impact of increasing competition and other marketplace factors, we do not expect the increases in our video service rates
to fully offset the increase in our programming costs for the foreseeable future. Although we pass along a portion of amounts paid
for retransmission consent to the majority of our customers, our inability to fully pass programming cost increases on to our video
customers has had, and is expected in the future to have, an adverse impact on our cash flow and operating margins associated
with our video product. In order to mitigate reductions of our operating margins due to rapidly increasing programming costs,
we continue to review our pricing and programming packaging strategies.
We currently have programming contracts that have expired and others that will expire at, or before the end, of 2018. We will
seek to renew these agreements on terms that we believe are favorable. There can be no assurance, however, that these agreements
will be renewed on favorable or comparable terms. To the extent that we are unable to reach agreements with certain programmers
on terms that we believe are reasonable, we have been, and may in the future be, forced to remove such programming channels
from our line-up, which may result in a loss of customers.
Regions
We operate in geographically diverse areas which are organized in regional clusters. These regions are managed centrally on a
consolidated level. Our eleven regions and the customer relationships within each region as of December 31, 2017 are as follows
(in thousands):
Regions
Carolinas
Central
Florida
Great Lakes
Northeast
Northwest
NYC
South
Southern Ohio
Texas
West
Competition
Residential Services
Total Customer
Relationships
2,668
2,870
2,389
2,208
2,970
1,472
1,334
2,085
2,093
2,736
4,374
We face intense competition for residential customers, both from existing competitors and, as a result of the rapid development
of new technologies, services and products, from new entrants.
Video competition
Our residential video service faces competition from direct broadcast satellite (“DBS”) service providers, which have a national
footprint and compete in all of our operating areas. DBS providers offer satellite-delivered pre-packaged programming services
that can be received by relatively small and inexpensive receiving dishes. DBS providers offer aggressive promotional pricing,
exclusive programming (e.g., NFL Sunday Ticket) and video services that are comparable in many respects to our residential video
service. Our residential video service also faces competition from companies with fiber-based networks, primarily AT&T U-verse,
Frontier Communications Corporation (“Frontier”) FiOs and Verizon FiOs, which offer wireline video services in approximately
27%, 8% and 4%, respectively, of our operating areas. AT&T also owns DIRECTV, and as a combined company provides video
service (via IP or satellite) and voice service (via IP or wireless) across our entire footprint, and delivers video, Internet, voice and
mobile services across 45% of our passings. AT&T also announced the acquisition of Time Warner Inc. in October 2016 which
is subject to regulatory approval. If approved, it is not yet clear how AT&T will use the various programming and studio assets
it would acquire from Time Warner Inc. to benefit its own products on its four video platforms or what potential program access
conditions, as part of any regulatory approval, might apply.
9
Our residential video service also faces growing competition from a number of other sources, including companies that deliver
linear network programming, movies and television shows on demand and other video content over broadband Internet connections
to televisions, computers, tablets and mobile devices. These newer categories of competitors include virtual multichannel video
programming distributors (“V-MVPD”) such as DirecTV NOW, Sling TV, Playstation Vue, YouTube TV and Hulu Live, and direct
to consumer products offered by programmers that have not traditionally sold programming directly to consumers, such as HBO
Now, CBS All Access and Showtime Anytime. Other online video business models have also developed, including, (i) subscription
video on demand (“SVOD”) services such as Netflix, Amazon Prime, and Hulu Plus, (ii) ad-supported free online video products,
including YouTube and Hulu, some of which offer programming for free to consumers that we currently purchase for a fee, (iii)
pay-per-view products, such as iTunes and Amazon Instant, and (iv) additional offerings from wireless providers which continue
to integrate and bundle video services and mobile products. Historically, we have generally viewed SVOD online video services
as complementary to our own video offering, and we have developed a cloud-based guide that is capable of incorporating video
from many online video services currently offered in the marketplace. As the proliferation of online video services grows, however,
services from V-MVPDs and new direct to consumer offerings, as well as piracy and password sharing, could negatively impact
the growth of our video business.
Internet competition
Our residential Internet service faces competition from the phone companies’ DSL, fiber-to-the-home ("FTTH") and wireless
broadband offerings, as well as from a variety of companies that offer other forms of online services, including wireless and
satellite-based broadband services. AT&T, Frontier FiOs and Verizon’s FiOs are our primary FTTH competitors. Given the FTTH
deployments of our competitors, launches of broadband services offering 1 gigabits per second (“Gbps”) speed have recently
grown. Several competitors, including AT&T, Verizon's FiOs and Google, deliver 1 Gbps broadband speed in at least a portion
of their footprints which overlap our footprint. DSL service is often offered at prices lower than our Internet services, although
typically at speeds much lower than the minimum speeds we offer as part of SPP. Various wireless phone companies are now
offering third and fourth generation (3G and 4G) wireless Internet services and some have announced that they intend to offer
faster fifth generation (5G) services in the future. Some wireless phone companies offer unlimited data packages to customers.
In addition, a growing number of commercial areas, such as retail malls, restaurants and airports, offer WiFi Internet service.
Numerous local governments are also considering or actively pursuing publicly subsidized WiFi Internet access networks. These
options offer alternatives to cable-based Internet access.
Voice competition
Our residential voice service competes with wireless and wireline phone providers, as well as other forms of communication, such
as text messaging on cellular phones, instant messaging, social networking services, video conferencing and email. We also
compete with “over-the-top” phone providers, such as Vonage, Skype, magicJack, Google Voice and Ooma, Inc., as well as
companies that sell phone cards at a cost per minute for both national and international service. The increase in the number of
different technologies capable of carrying voice services and the number of alternative communication options available to
customers as well as the replacement of wireline services by wireless have intensified the competitive environment in which we
operate our residential voice service. When launched, our mobile service will compete with other wireless providers such as
Verizon, AT&T, T-Mobile US, Inc. ("T-Mobile") and Sprint Corporation ("Sprint").
Regional Competitors
In some of our operating areas, other competitors have built networks that offer video, Internet and voice services that compete
with our services. For example, in certain markets, our residential video, Internet and voice services compete with Google Fiber,
Cincinnati Bell Inc., Hawaiian Telcom, RCN Telecom Services, LLC, Grande Communications Networks, LLC and WideOpenWest
Finance, LLC.
Additional competition
In addition to multi-channel video providers, cable systems compete with other sources of news, information and entertainment,
including over-the-air television broadcast reception, live events, movie theaters and the Internet. Competition is also posed by
fixed wireless and satellite master antenna television systems, or SMATV systems, serving MDUs, such as condominiums,
apartment complexes, and private residential communities.
Business Services
We face intense competition across each of our business services product offerings. Our small and medium business video, Internet,
10
networking and voice services face competition from a variety of providers as described above. Our enterprise solutions also face
competition from the competitors described above as well as other telecommunications carriers, such as metro and regional fiber-
based carriers. We also compete with cloud, hosting and related service providers and application-service providers.
Advertising
We face intense competition for advertising revenue across many different platforms and from a wide range of local and national
competitors. Advertising competition has increased and will likely continue to increase as new advertising avenues seek to attract
the same advertisers. We compete for advertising revenue against, among others, local broadcast stations, national cable and
broadcast networks, radio stations, print media and online advertising companies and content providers.
Security and Home Management
Our IntelligentHome service faces competition from traditional security companies, such as the ADT Corporation, service providers
such as Verizon and AT&T, as well as new entrants, such as Vivint, Inc., Alarm.com, Inc. and NEST Labs, Inc.
Seasonality and Cyclicality
Our business is subject to seasonal and cyclical variations. Our results are impacted by the seasonal nature of customers receiving
our cable services in college and vacation markets. Our revenue is subject to cyclical advertising patterns and changes in viewership
levels. Our advertising revenue is generally higher in the second and fourth calendar quarters of each year, due in part to increases
in consumer advertising in the spring and in the period leading up to and including the holiday season. U.S. advertising revenue
is also cyclical, benefiting in even-numbered years from advertising related to candidates running for political office and issue-
oriented advertising. Our capital expenditures and trade working capital are also subject to significant seasonality based on the
timing of subscriber growth, network programs, specific projects and construction.
Regulation and Legislation
The following summary addresses the key regulatory and legislative developments affecting the cable industry and our services
for both residential and commercial customers. Cable system operations are extensively regulated by the federal government
(primarily the FCC), certain state governments, and many local governments. A failure to comply with these regulations could
subject us to substantial penalties. Our business can be dramatically impacted by changes to the existing regulatory framework,
whether triggered by legislative, administrative, or judicial rulings. Congress and the FCC have frequently revisited the subject
of communications regulation and they are likely to do so again in the future. We could be materially disadvantaged in the future
if we are subject to new regulations or regulatory actions that do not equally impact our key competitors. We cannot provide
assurance that the already extensive regulation of our business will not be expanded in the future. In addition, we are already
subject to Charter-specific conditions regarding certain business practices as a result of the FCC’s approval of the Transactions.
Video Service
Must Carry/Retransmission Consent
There are two alternative legal methods for carriage of local broadcast television stations on cable systems. Federal “must carry”
regulations require cable systems to carry local broadcast television stations upon the request of the local broadcaster. Alternatively,
federal law includes “retransmission consent” regulations, by which popular commercial television stations can prohibit cable
carriage unless the cable operator first negotiates for “retransmission consent,” which may be conditioned on significant payments
or other concessions. Popular stations invoking “retransmission consent” have been demanding substantial compensation increases
in their recent negotiations with cable operators, thereby significantly increasing our operating costs.
Additional government-mandated broadcast carriage obligations, including those related to the FCC’s newly adopted enhanced
technical broadcasting option (Advanced Television Systems Committee 3.0), could disrupt existing programming commitments,
interfere with our preferred use of limited channel capacity, and limit our ability to offer services that appeal to our customers and
generate revenues.
Cable Equipment
In 1996, Congress enacted a statute requiring the FCC to adopt regulations designed to assure the development of an independent
retail market for “navigation devices,” such as cable set-top boxes. As a result, the FCC required cable operators to make a separate
offering of security modules (i.e., a “CableCARD”) that can be used with retail navigation devices. Some of the FCC’s rules
11
requiring support for CableCARDs were vacated by the United States Court of Appeals for the District of Columbia in 2013, and
another of these rules was repealed by Congress in 2014, but the basic obligation to provide separable security for retail devices
remains in place. In 2016, the FCC proposed to replace its CableCARD regime with burdensome new rules that would have
required us to make disaggregated “information flows” available to set-top boxes and apps supplied by third parties. That proposal
was not adopted, but various parties may continue to advocate alternative regulatory approaches to reduce consumer dependency
on traditional operator provided set-top boxes. It remains uncertain whether the FCC or Congress will change the legal requirements
related to our set-top boxes and what the impact of any such changes might be.
Privacy and Information Security Regulation
The Communications Act of 1934, as amended (the “Communications Act”) limits our ability to collect, use, and disclose customers’
personally identifiable information for our video, voice, and Internet services, as well as provides requirements to safeguard such
information. We are subject to additional federal, state, and local laws and regulations that impose additional restrictions on the
collection, use and disclosure of consumer information. Further, the FCC, Federal Trade Commission ("FTC"), and many states
regulate and restrict the marketing practices of communications service providers, including telemarketing and sending unsolicited
commercial emails.
As a result of the FCC’s 2017 decision to reclassify broadband Internet access service as an “information service,” the FTC once
again has the authority, pursuant to its authority to enforce against unfair or deceptive acts and practices, to protect the privacy of
Internet service customers, including our use and disclosure of certain customer information. Although one court decision has
raised questions regarding the extent of FTC jurisdiction over companies that offer both common carrier services as well as non-
common carrier services, that decision has been stayed, pending review by the full Ninth Circuit Court of Appeals.
Our operations are also subject to federal and state laws governing information security. In the event of an information security
breach, such rules may require consumer and government agency notification and may result in regulatory enforcement actions
with the potential of monetary forfeitures. The FCC, the FTC and state attorneys general regularly bring enforcement actions
against companies related to information security breaches and privacy violations.
Various security standards provide guidance to telecommunications companies in order to help identify and mitigate cybersecurity
risk. One such standard is the voluntary framework released by the National Institute for Standards and Technologies (“NIST”)
in February 2014, in cooperation with other federal agencies and owners and operators of U.S. critical infrastructure.The NIST
cybersecurity framework provides a prioritized and flexible model for organizations to identify and manage cyber risks inherent
to their business. It was designed to supplement, not supersede, existing cybersecurity regulations and requirements. Several
government agencies have encouraged compliance with the NIST cybersecurity framework, including the FCC, which is also
considering expansion of its cybersecurity guidelines or the adoption of cybersecurity requirements. NIST recently proposed draft
updates to this voluntary framework and is expected to release final revisions in 2018.
After the repeal of the FCC’s 2016 privacy rules through the Congressional Review Act, many states and local authorities have
considered legislative or other actions that would impose additional restrictions on our ability to collect, use and disclose certain
information. Despite language in the FCC’s December 2017 decision reclassifying broadband Internet access service as an
“information service,” that preempts state and local privacy regulations that conflict with federal policy, we expect these state and
local efforts to regulate online privacy to continue in 2018. Additionally, several state legislatures are considering the adoption
of new data security and cybersecurity legislation that could result in additional network and information security requirements
for our business. There are also bills pending in both the U.S. House of Representatives and Senate that could impose new privacy
and data security obligations. We cannot predict whether any of these efforts will be successful or preempted, or how new legislation
and regulations, if any, would affect our business.
Pole Attachments
The Communications Act requires most utilities owning utility poles to provide cable systems with access to poles and conduits
and simultaneously subjects the rates charged for this access to either federal or state regulation. In 2011 and again in 2015, the
FCC amended its existing pole attachment rules to promote broadband deployment. The 2011 order allows for new penalties in
certain cases involving unauthorized attachments, but generally strengthens the cable industry’s ability to access investor-owned
utility poles on reasonable rates, terms, and conditions. Additionally, the 2011 order reduces the federal rate formula previously
applicable to “telecommunications” attachments to closely approximate the rate formula applicable to “cable” attachments. The
2015 order continues the reconciliation of rates, effectively closing the remaining “loophole” that potentially allowed for
significantly higher rates for telecommunications than for “cable” attachments in certain scenarios, and minimizing the rate
consequences of any of our services if deemed “telecommunications” for pole attachment purposes. Utility pole owners have
appealed the 2015 order. Neither the 2011 order nor the 2015 order directly affect the rate in states that self-regulate (rather than
12
allow the FCC to regulate pole rates), but many of those states have substantially the same rate for cable and telecommunications
attachments.
Some municipalities have enacted “one-touch” make-ready pole attachment ordinances, which permit third parties to alter
components of our network attached to utility poles in ways that could adversely affect our businesses. Some of these ordinances
have been challenged with differing results. In 2017, the FCC initiated a rulemaking that considers amending its pole attachment
rules to permit a “one-touch” make-ready-like process for the poles within its jurisdiction. If adopted, these rules could have a
similar effect as the municipal one-touch make-ready ordinances and adversely affect our businesses.
Cable Rate Regulation
Federal law strictly limits the potential scope of cable rate regulation. Pursuant to federal law, all video offerings are universally
exempt from rate regulation, except for a cable system’s minimum level of video programming service, referred to as “basic
service,” and associated equipment. Rate regulation of basic service and associated equipment operates pursuant to a federal
formula, with local governments, commonly referred to as local franchising authorities, primarily responsible for administering
this regulation. The majority of our local franchising authorities have never certified to regulate basic service cable rates. In 2015,
the FCC adopted an order (which was subsequently upheld on appeal) reversing its historic approach to rate regulation certifications
and requiring a local franchise authority interested in regulating cable rates to first make an affirmative showing that there is no
“effective competition” (as defined under federal law) in the community. Very few local franchise authorities have filed the
necessary rate regulation certification, and the FCC’s 2015 order should make it more difficult for such entities to assert rate
regulation in the future.
There have been calls to impose expanded rate regulation on the cable industry. Confronted with rapidly increasing cable
programming costs, it is possible that Congress may adopt new constraints on the retail pricing or packaging of cable programming.
Any such constraints could adversely affect our operations.
Ownership Restrictions
Federal regulation of the communications field traditionally included a host of ownership restrictions, which limited the size of
certain media entities and restricted their ability to enter into competing enterprises. Through a series of legislative, regulatory,
and judicial actions, most of these restrictions have been either eliminated or substantially relaxed. Changes in this regulatory
area could alter the business environment in which we operate.
Access Channels
Local franchise agreements often require cable operators to set aside certain channels for public, educational, and governmental
access programming. Federal law also requires cable systems to designate up to 15% of their channel capacity for commercial
leased access by unaffiliated third parties, who may offer programming that our customers do not particularly desire. The FCC
adopted revised rules in 2007 mandating a significant reduction in the rates that operators can charge commercial leased access
users and imposing additional administrative requirements that would be burdensome on the cable industry. The effect of the
FCC’s revised rules was stayed by a federal court, pending a cable industry appeal and an adverse finding by the Office of
Management and Budget. Although commercial leased access activity historically has been relatively limited, increased activity
in this area could further burden the channel capacity of our cable systems.
Other FCC Regulatory Matters
FCC regulations cover a variety of additional areas, including, among other things: (1) equal employment opportunity obligations;
(2) customer service standards; (3) technical service standards; (4) mandatory blackouts of certain network and syndicated
programming; (5) restrictions on political advertising; (6) restrictions on advertising in children’s programming; (7) licensing of
systems and facilities; (8) maintenance of public files; (9) emergency alert systems; (10) inside wiring and exclusive contracts for
MDU complexes; and (11) disability access, including new requirements governing video-description and closed-captioning. Each
of these regulations restricts our business practices to varying degrees and may impose additional costs on our operations.
It is possible that Congress or the FCC will expand or modify its regulation of cable systems in the future, and we cannot predict
at this time how that might impact our business.
Copyright
Cable systems are subject to a federal copyright compulsory license covering carriage of television and radio broadcast signals.
13
The copyright law provides copyright owners the right to audit our payments under the compulsory license, and we are currently
subject to ongoing compulsory copyright audits. The possible modification or elimination of this compulsory copyright license
is the subject of continuing legislative proposals and administrative review and could adversely affect our ability to obtain desired
broadcast programming.
Copyright clearances for non-broadcast programming services are arranged through private negotiations. Cable operators also
must obtain music rights for locally originated programming and advertising from the major music performing rights organizations.
These licensing fees have been the source of litigation in the past, and we cannot predict with certainty whether license fee disputes
may arise in the future.
Franchise Matters
Our cable systems generally are operated pursuant to nonexclusive franchises, permits, and similar authorizations granted by a
municipality or other state or local government entity in order to utilize and cross public rights-of-way. Cable franchises generally
are granted for fixed terms and in many cases include monetary penalties for noncompliance and may be terminable if the franchisee
fails to comply with material provisions. The specific terms and conditions of cable franchises vary significantly between
jurisdictions. Cable franchises generally contain provisions governing cable operations, franchise fees, system construction,
maintenance, technical performance, customer service standards, supporting and carrying public access channels, and changes in
the ownership of the franchisee. A number of states subject cable systems to the jurisdiction of centralized state government
agencies, such as public utility commissions. Although local franchising authorities have considerable discretion in establishing
franchise terms, certain federal protections benefit cable operators. For example, federal law caps local franchise fees.
Prior to the scheduled expiration of our franchises, we generally initiate renewal proceedings with the granting authorities. The
Communications Act, which is the primary federal statute regulating interstate communications, provides for an orderly franchise
renewal process in which granting authorities may not unreasonably withhold renewals. In connection with the franchise renewal
process, however, many governmental authorities require the cable operator to make additional costly commitments. Historically,
we have been able to renew our franchises without incurring significant costs, although any particular franchise may not be renewed
on commercially favorable terms or otherwise. If we fail to obtain renewals of franchises representing a significant number of
our customers, it could have a material adverse effect on our consolidated financial condition, results of operations, or our liquidity.
Similarly, if a local franchising authority’s consent is required for the purchase or sale of a cable system, the local franchising
authority may attempt to impose more burdensome requirements as a condition for providing its consent.
The traditional cable franchising regime has undergone significant change as a result of various federal and state actions. The
FCC has adopted rules that streamline entry for new competitors (particularly those affiliated with telephone companies) and
reduce certain franchising burdens for these new entrants. The FCC adopted more modest relief for existing cable operators.
At the same time, a substantial number of states have adopted new franchising laws. Again, these laws were principally designed
to streamline entry for new competitors, and they often provide advantages for these new entrants that are not immediately available
to existing cable operators. In many instances, these franchising regimes do not apply to established cable operators until the
existing franchise expires or a competitor directly enters the franchise territory.
Internet Service
In 2015, the FCC determined that broadband Internet access services, such as those we offer, were a form of “telecommunications
service” under the Communications Act and, on that basis, imposed rules banning service providers from blocking access to lawful
content, restricting data rates for downloading lawful content, prohibiting the attachment of non-harmful devices, giving special
transmission priority to affiliates, and offering third parties the ability to pay for priority routing. The 2015 rules also imposed a
“transparency” requirement, i.e., an obligation to disclose all material terms and conditions of our service to consumers.
In December 2017, the FCC adopted an order repudiating its treatment of broadband as a “telecommunications service,”
reclassifying broadband as an “information service,” and eliminating the 2015 rules other than the transparency requirement,
which it eased in significant ways. The FCC also ruled that state regulators may not impose obligations similar to federal obligations
that the FCC removed. We expect that various parties will challenge the FCC’s December 2017 ruling in court, and, we cannot
predict how any such court challenges will be resolved. Moreover, it is possible that the FCC might further revise its approach
to broadband Internet access in the future, or that Congress might enact legislation affecting the rules applicable to the service.
The FCC’s December 2017 ruling does not affect other regulatory obligations on broadband Internet access providers. Notably,
broadband providers are obliged by the Communications Assistance for Law Enforcement Act ("CALEA") to configure their
networks in a manner that facilitates the ability of law enforcement, with proper legal authorization, to obtain information about
14
our customers, including the content of their Internet communications. The FCC and Congress also are considering subjecting
Internet access services to the Universal Service funding requirements. These funding requirements could impose significant new
costs on our Internet service. Also, the FCC and some state regulatory commissions direct certain subsidies to telephone companies
deploying broadband to areas deemed to be “unserved” or “underserved.” We have opposed such subsidies when directed to areas
that we serve. Despite our efforts, future subsidies may be directed to areas served by us, which could result in subsidized
competitors operating in our service territories. State and local governmental organizations have also adopted Internet-related
regulations. These various governmental jurisdictions are also considering additional regulations in these and other areas, such
as privacy, pricing, service and product quality, imposition of local franchise fees on Internet-related revenue and taxation. The
adoption of new Internet regulations or the adaptation of existing laws to the Internet could adversely affect our business.
Aside from the FCC’s generally applicable regulations, we have made certain commitments to comply with the FCC’s order in
connection with the FCC’s approval of the TWC Transaction and the Bright House Transaction (discussed below).
Voice Service
The Telecommunications Act of 1996 created a more favorable regulatory environment for us to provide telecommunications and/
or competitive voice services than had previously existed. In particular, it established requirements ensuring that competitive
telephone companies could interconnect their networks with those providers of traditional telecommunications services to open
the market to competition. The FCC has subsequently ruled that competitive telephone companies that support VoIP services,
such as those we offer our customers, are entitled to interconnection with incumbent providers of traditional telecommunications
services, which ensures that our VoIP services can compete in the market. Since that time, the FCC has initiated a proceeding to
determine whether such interconnection rights should extend to traditional and competitive networks utilizing IP technology, and
how to encourage the transition to IP networks throughout the industry. The FCC initiated a further proceeding in 2017 to consider
whether additional changes to interconnection obligations are needed, including how and where companies interconnect their
networks with the networks of other providers. New rules or obligations arising from these proceedings may affect our ability to
compete in the provision of voice services.
The FCC has collected extensive data from providers of point to point transport (“special access”) services, such as us, and the
FCC may use that data to evaluate whether the market for such services is competitive, or whether the market should be subject
to further regulation, which may increase our costs or constrain our ability to compete in this market.
Further regulatory changes are being considered that could impact our voice business and that of our primary telecommunications
competitors. The FCC and state regulatory authorities are considering, for example, whether certain common carrier regulations
traditionally applied to incumbent local exchange carriers should be modified or reduced, and, in some jurisdictions, the extent
to which common carrier requirements should be extended to VoIP providers. The FCC has already determined that certain
providers of voice services using Internet Protocol technology must comply with requirements relating to 911 emergency services
(“E911”), the CALEA (the statute governing law enforcement access to and surveillance of communications), Universal Service
Fund contributions, customer privacy and Customer Proprietary Network Information issues, number portability, network outage
reporting, rural call completion, disability access, regulatory fees, back-up power obligations, and discontinuance of service. In
March 2007, a federal appeals court affirmed the FCC’s decision concerning federal regulation of certain VoIP services, but declined
to specifically find that VoIP service provided by cable companies, such as we provide, should be regulated only at the federal
level. As a result, some states have begun proceedings to subject cable VoIP services to state level regulation, and at least one
state has asserted jurisdiction over our VoIP services. We prevailed on a legal challenge to that state’s assertion of jurisdiction.
However, the state has appealed that ruling in a case which is now pending before a federal appellate court in Minnesota. Although
we have registered with, or obtained certificates or authorizations from the FCC and the state regulatory authorities in those states
in which we offer competitive voice services in order to ensure the continuity of our services and to maintain needed network
interconnection arrangements, it is unclear whether and how these and other ongoing regulatory matters ultimately will be resolved.
Transaction-Related Commitments
In connection with approval of the Transactions, federal and state regulators imposed a number of post-merger conditions on us
including but not limited to the following.
FCC Conditions
• Offer settlement-free Internet interconnection to any party that meets the requirements of our Interconnection Policy
(available on Charter’s website) on terms generally consistent with the policy for seven years (with a possible reduction
to five);
• Deploy and offer high-speed broadband Internet access service to an additional two million locations over five years;
15
• Refrain from charging usage-based prices or imposing data caps on any fixed mass market broadband Internet access
service plans for seven years (with a possible reduction to five);
• Offer 30/4 Mbps discounted broadband where technically feasible to eligible customers throughout our service area for
four years from the offer’s commencement; and
• Continue to provide CableCARDs to any new or existing customer upon request for use in third-party retail devices for
four years and continue to support such CableCARDs for seven years (in each case, unless the FCC changes the relevant
rules).
The FCC conditions also contain a number of compliance reporting requirements.
DOJ Conditions
The Department of Justice (“DOJ”) Order prohibits us from entering into or enforcing any agreement with a video programmer
that forbids, limits or creates incentives to limit the video programmer’s provision of content to online video distributors ("OVDs").
We will not be able to avail ourself of other distributors’ most favored nation (“MFN”) provisions if they are inconsistent with
this prohibition. The DOJ’s conditions are effective for seven years, although we may petition the DOJ to eliminate the conditions
after five years.
State Conditions
Certain state regulators, including California, New York, Hawaii and New Jersey also imposed conditions in connection with the
approval of the Transactions. These conditions include requirements related to:
• Upgrading networks within the designated state, including upgrades to broadband speeds and conversion of all households
served within California and New York to an all-digital platform;
• Building out our network to households and business locations that are not currently served by cable within the designated
states;
• Offering LifeLine service discounts and low-income broadband to eligible households served within the applicable states;
Investing in service improvement programs and customer service enhancements and maintaining customer-facing jobs
•
within the designated state;
• Continuing to make legacy service offerings available, including allowing Legacy TWC and Legacy Bright House
customers to maintain their existing service offerings for a period of three years; and
• Complying with reporting requirements.
Employees
As of December 31, 2017, we had approximately 94,800 active full-time equivalent employees.
Item 1A. Risk Factors.
Risks Related to Our Business
If we are not able to successfully complete the integration of our business with that of Legacy TWC and Legacy Bright House,
the anticipated benefits of the Transactions may not be fully realized or may take longer to realize than expected. In such
circumstance, we may not perform as expected and the value of Charter's Class A common stock may be adversely affected.
There can be no assurances that we can successfully complete the integration of our business with that of Legacy TWC and Legacy
Bright House. We now have significantly more systems, assets, investments, businesses, customers and employees than each
company did prior to the Transactions. It is possible that the integration process could result in the loss of customers, the disruption
of our ongoing businesses or in unexpected integration issues, higher than expected integration costs and an overall post-completion
integration process that takes longer than originally anticipated. The process of integrating Legacy TWC and Legacy Bright House
with the Legacy Charter operations requires significant capital expenditures and the expansion of certain operations and operating
and financial systems. Management continues to devote a significant amount of time and attention to the integration process and
there is a significant degree of difficulty and management involvement inherent in that process.
Even if the new businesses are successfully integrated, it may not be possible to realize the benefits that are expected to result
from the Transactions, or realize these benefits within the time frame that is expected. For example, the benefits of our pricing
and packaging and converting our video product to all-digital in certain Legacy TWC and Legacy Bright House systems may not
be fully realized or may take longer than anticipated, or the benefits from the Transactions may be offset by costs incurred or
16
delays in integrating the businesses and increased operating costs. If the combined company fails to realize the anticipated benefits
from the Transactions, our liquidity, results of operations, financial condition and/or share price may be adversely affected. In
addition, at times, the attention of certain members of our management and resources may be focused on the integration of the
businesses and diverted from day-to-day business operations, which may disrupt the business of the combined company.
We operate in a very competitive business environment, which affects our ability to attract and retain customers and can
adversely affect our business, operations and financial results.
The industry in which we operate is highly competitive and has become more so in recent years. In some instances, we compete
against companies with fewer regulatory burdens, better access to financing, greater personnel resources, greater resources for
marketing, greater and more favorable brand name recognition, and long-established relationships with regulatory authorities and
customers. Increasing consolidation in the cable industry and the repeal of certain ownership rules have provided additional benefits
to certain of our competitors, either through access to financing, resources, or efficiencies of scale.
Our residential video service faces competition from a number of sources, including direct broadcast satellite services, as well as
other companies that deliver movies, television shows and other video programming over broadband Internet connections to TVs,
computers, tablets and mobile devices. Our residential Internet service faces competition from the phone companies’ DSL, FTTH
and wireless broadband offerings as well as from a variety of companies that offer other forms of online services, including wireless
and satellite-based broadband services. Our residential voice service and our planned mobile service competes with wireless and
wireline phone providers, as well as other forms of communication, such as text messaging on cellular phones, instant messaging,
social networking services, video conferencing and email. Competition from these companies, including intensive marketing
efforts with aggressive pricing, exclusive programming and increased HD broadcasting may have an adverse impact on our ability
to attract and retain customers.
Overbuilds could also adversely affect our growth, financial condition, and results of operations, by creating or increasing
competition. We are aware of traditional overbuild situations impacting certain of our markets, however, we are unable to predict
the extent to which additional overbuild situations may occur.
Our services may not allow us to compete effectively. Competition may reduce our expected growth of future cash flows which
may contribute to future impairments of our franchises and goodwill and our ability to meet cash flow requirements, including
debt service requirements. For additional information regarding the competition we face, see “Business -Competition” and “-
Regulation and Legislation.”
We face risks relating to competition for the leisure time and discretionary spending of audiences, which has intensified in part
due to advances in technology and changes in consumer expectations and behavior.
In addition to the various competitive factors discussed above, we are subject to risks relating to increasing competition for the
leisure time, shifting consumer needs and discretionary spending of consumers. We compete with all other sources of entertainment,
news and information delivery, as well as a broad range of communications products and services. Technological advancements,
such as new video formats and Internet streaming and downloading of programming that can be viewed on televisions, computers,
smartphones and tablets, many of which have been beneficial to us, have nonetheless increased the number of entertainment and
information delivery choices available to consumers and intensified the challenges posed by audience fragmentation.
Newer products and services, particularly alternative methods for the distribution, sale and viewing of content will likely continue
to be developed, further increasing the number of competitors that we face. The increasing number of choices available to audiences,
including low-cost or free choices, could negatively impact not only consumer demand for our products and services, but also
advertisers’ willingness to purchase advertising from us. We compete for the sale of advertising revenue with television networks
and stations, as well as other advertising platforms, such as radio, print and, increasingly, online media. Our failure to effectively
anticipate or adapt to new technologies and changes in consumer expectations and behavior could significantly adversely affect
our competitive position and our business and results of operations.
Our exposure to the economic conditions of our current and potential customers, vendors and third parties could adversely
affect our cash flow, results of operations and financial condition.
We are exposed to risks associated with the economic conditions of our current and potential customers, the potential financial
instability of our customers and their financial ability to purchase our products. If there were a general economic downturn, we
may experience increased cancellations by our customers or unfavorable changes in the mix of products purchased, including an
increase in the number of homes that replace their video service with Internet-delivered and/or over-air content, which would
negatively impact our ability to attract customers, increase rates and maintain or increase revenue. In addition, providing video
17
services is an established and highly penetrated business. Our ability to gain new video subscribers is dependent to a large extent
on growth in occupied housing in our service areas, which is influenced by both national and local economic conditions. Weak
economic conditions may also have a negative impact on our advertising revenue. These events have adversely affected us in the
past, and may adversely affect our cash flow, results of operations and financial condition if a downturn were to occur.
In addition, we are susceptible to risks associated with the potential financial instability of the vendors and third parties on which
we rely to provide products and services or to which we outsource certain functions. The same economic conditions that may
affect our customers, as well as volatility and disruption in the capital and credit markets, also could adversely affect vendors and
third parties and lead to significant increases in prices, reduction in output or the bankruptcy of our vendors or third parties upon
which we rely. Any interruption in the services provided by our vendors or by third parties could adversely affect our cash flow,
results of operation and financial condition.
We face risks inherent in our commercial business.
We may encounter unforeseen difficulties as we increase the scale of our service offerings to businesses. We sell Internet access,
data networking and fiber connectivity to cellular towers and office buildings, and video and business voice services to businesses
and have increased our focus on growing this business. In order to grow our commercial business, we expect to continue to invest
in technology, equipment and personnel focused on the commercial business. Commercial business customers often require service
level agreements and generally have heightened customer expectations for reliability of services. If our efforts to build the
infrastructure to scale the commercial business are not successful, the growth of our commercial services business would be limited.
We depend on interconnection and related services provided by certain third parties for the growth of our commercial business.
As a result, our ability to implement changes as the services grow may be limited. If we are unable to meet these service level
requirements or expectations, our commercial business could be adversely affected. Finally, we expect advances in communications
technology, as well as changes in the marketplace and the regulatory and legislative environment. Consequently, we are unable to
predict the effect that ongoing or future developments in these areas might have on our voice and commercial businesses and
operations.
Programming costs are rising at a much faster rate than wages or inflation, and we may not have the ability to reduce or
moderate the growth rates of, or pass on to our customers, our increasing programming costs, which would adversely affect
our cash flow and operating margins.
Video programming has been, and is expected to continue to be, our largest operating expense item. In recent years, the cable
industry has experienced a rapid escalation in the cost of programming. We expect programming costs to continue to increase due
to a variety of factors including amounts paid for broadcast station retransmission consent, annual increases imposed by
programmers, including sports programmers, and the carriage of incremental programming, including new services and VOD
programming. The inability to fully pass programming cost increases on to our customers has had, and is expected in the future
to have, an adverse impact on our cash flow and operating margins associated with the video product. We have programming
contracts that have expired and others that will expire at or before the end of 2018. There can be no assurance that these agreements
will be renewed on favorable or comparable terms. In addition, a number of programmers have begun to sell their services through
alternative distribution channels, including IP-based platforms, which are less secure than our own video distribution platforms.
There is growing evidence that these less secure video distribution platforms are leading to video product theft via password
sharing among consumers. Password sharing may drive down the number of customers who pay for certain programming, putting
programmer revenues at risk, and which in turn may cause certain programmers to seek even higher programming fees from us.
To the extent that we are unable to reach agreement with certain programmers on terms that we believe are reasonable, we have
been, and may be in the future, forced to remove such programming channels from our line-up, which may result in a loss of
customers. Our failure to carry programming that is attractive to our customers could adversely impact our customer levels,
operations and financial results. In addition, if our Internet customers are unable to access desirable content online because content
providers block or limit access by our customers as a class, our ability to gain and retain customers, especially Internet customers,
may be negatively impacted.
Increased demands by owners of some broadcast stations for carriage of other services or payments to those broadcasters for
retransmission consent are likely to further increase our programming costs. Federal law allows commercial television broadcast
stations to make an election between “must-carry” rights and an alternative “retransmission-consent” regime. When a station opts
for the retransmission consent regime, we are not allowed to carry the station’s signal without that station’s permission. In some
cases, we carry stations under short-term arrangements while we attempt to negotiate new long-term retransmission agreements.
If negotiations with these programmers prove unsuccessful, they could require us to cease carrying their signals, possibly for an
indefinite period. Any loss of stations could make our video service less attractive to customers, which could result in less
subscription and advertising revenue. In retransmission-consent negotiations, broadcasters often condition consent with respect
to one station on carriage of one or more other stations or programming services in which they or their affiliates have an interest.
18
Carriage of these other services, as well as increased fees for retransmission rights, may increase our programming expenses and
diminish the amount of capacity we have available to introduce new services, which could have an adverse effect on our business
and financial results.
Our inability to respond to technological developments and meet customer demand for new products and services could adversely
affect our ability to compete effectively.
We operate in a highly competitive, consumer-driven and rapidly changing environment. From time to time, we may pursue
strategic initiatives, including, for example, our mobile strategy. Our success is, to a large extent, dependent on our ability to
acquire, develop, adopt, upgrade and exploit new and existing technologies to address consumers’ changing demands and distinguish
our services from those of our competitors. We may not be able to accurately predict technological trends or the success of new
products and services. If we choose technologies or equipment that are less effective, cost-efficient or attractive to customers than
those chosen by our competitors, if we offer services that fail to appeal to consumers, are not available at competitive prices or
that do not function as expected, or we are not able to fund the expenditures necessary to keep pace with technological developments,
our competitive position could deteriorate, and our business and financial results could suffer.
The ability of some of our competitors to introduce new technologies, products and services more quickly than we do may adversely
affect our competitive position. Furthermore, advances in technology, decreases in the cost of existing technologies or changes in
competitors’ product and service offerings may require us in the future to make additional research and development expenditures
or to offer at no additional charge or at a lower price certain products and services that we currently offer to customers separately
or at a premium. In addition, the uncertainty of our ability, and the costs, to obtain intellectual property rights from third parties
could impact our ability to respond to technological advances in a timely and effective manner.
Our inability to maintain and expand our upgraded systems and provide advanced services such as a state of the art user interface
in a timely manner, or to anticipate the demands of the marketplace, could materially adversely affect our ability to attract and
retain customers. In addition, as we launch our new mobile services using virtual network operator rights from a third party, 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 provide the handset or tablet pursuant to equipment installation plans. Consequently, our growth,
financial condition and results of operations could suffer materially.
We depend on third party service providers, suppliers and licensors; thus, if we are unable to procure the necessary services,
equipment, software or licenses on reasonable terms and on a timely basis, our ability to offer services could be impaired, and
our growth, operations, business, financial results and financial condition could be materially adversely affected.
We depend on a limited number of third party service providers, suppliers and licensors to supply some of the services, hardware,
software and operational support necessary to provide some of our services. Some of our hardware, software and operational
support vendors, and service providers represent our sole source of supply or have, either through contract or as a result of intellectual
property rights, a position of some exclusivity. If any of these parties breaches or terminates its agreement with us or otherwise
fails to perform its obligations in a timely manner, demand exceeds these vendors’ capacity, they experience operating or financial
difficulties, they significantly increase the amount we pay for necessary products or services, or they cease production of any
necessary product due to lack of demand, profitability or a change in ownership or are otherwise unable to provide the equipment
or services we need in a timely manner, at our specifications and at reasonable prices, our ability to provide some services might
be materially adversely affected, or the need to procure or develop alternative sources of the affected materials or services might
delay our ability to serve our customers. In addition, the existence of only a limited number of vendors of key technologies can
lead to less product innovation and higher costs. These events could materially and adversely affect our ability to retain and attract
customers and our operations, business, financial results and financial condition.
Our cable systems have historically been restricted to using one of two proprietary conditional access security systems, which we
believe has limited the number of manufacturers producing set-top boxes for such systems. As an alternative, we developed a new
conditional access security system which can be downloaded into set-top boxes with features we specify that could be provided
by a variety of manufacturers. We refer to our specified set-top box as our Worldbox. Additionally, we are developing technology
to allow our two current proprietary conditional access security systems to be software downloadable into our Worldbox. In order
to realize the broadest benefits of our Worldbox technology, we must now complete the support for the downloadable proprietary
conditional access security systems within the Worldbox. We cannot provide assurances that this implementation will ultimately
be successful or completed in the expected timeframe or at the expected budget.
19
Our business may be adversely affected if we cannot continue to license or enforce the intellectual property rights on which
our business depends.
We rely on patent, copyright, trademark and trade secret laws and licenses and other agreements with our employees, customers,
suppliers and other parties to establish and maintain our intellectual property rights in technology and the products and services
used in our operations. Also, because of the rapid pace of technological change, we both develop our own technologies, products
and services and rely on technologies developed or licensed by third parties. However, any of our intellectual property rights could
be challenged or invalidated, or such intellectual property rights may not be sufficient to permit us to take advantage of current
industry trends or otherwise to provide competitive advantages, which could result in costly redesign efforts, discontinuance of
certain product or service offerings or other competitive harm. We may not be able to obtain or continue to obtain licenses from
these third parties on reasonable terms, if at all. In addition, claims of intellectual property infringement could require us to enter
into royalty or licensing agreements on unfavorable terms, incur substantial monetary liability or be enjoined preliminarily or
permanently from further use of the intellectual property in question, which could require us to change our business practices or
offerings and limit our ability to compete effectively. Even unsuccessful claims can be time-consuming and costly to defend and
may divert management’s attention and resources away from our business. In recent years, the number of intellectual property
infringement claims has been increasing in the communications and entertainment industries, and, with increasing frequency, we
are party to litigation alleging that certain of our services or technologies infringe the intellectual property rights of others.
Various events could disrupt our networks, information systems or properties and could impair our operating activities and
negatively impact our reputation and financial results.
Network and information systems technologies are critical to our operating activities, both for our internal uses, such as network
management and supplying services to our customers, including customer service operations and programming delivery. Network
or information system shutdowns or other service disruptions caused by events such as computer hacking, dissemination of computer
viruses, worms and other destructive or disruptive software, “cyber attacks,” process breakdowns, denial of service attacks and
other malicious activity pose increasing risks. Both unsuccessful and successful “cyber attacks” on companies have continued to
increase in frequency, scope and potential harm in recent years. While we develop and maintain systems seeking to prevent systems-
related events and security breaches from occurring, the development and maintenance of these systems is costly and requires
ongoing monitoring and updating as techniques used in such attacks become more sophisticated and change frequently. We, and
the third parties on which we rely, may be unable to anticipate these techniques or implement adequate preventive measures. While
from time to time attempts have been made to access our network, these attempts have not as yet resulted in any material release
of information, degradation or disruption to our network and information systems.
Our network and information systems are also vulnerable to damage or interruption from power outages, telecommunications
failures, accidents, natural disasters (including extreme weather arising from short-term or any long-term changes in weather
patterns), terrorist attacks and similar events. Further, the impacts associated with extreme weather or long-term changes in weather
patterns, such as rising sea levels or increased and intensified storm activity, may cause increased business interruptions or may
require the relocation of some of our facilities. Our system redundancy may be ineffective or inadequate, and our disaster recovery
planning may not be sufficient for all eventualities.
Any of these events, if directed at, or experienced by, us or technologies upon which we depend, could have adverse consequences
on our network, our customers and our business, including degradation of service, service disruption, excessive call volume to
call centers, and damage to our or our customers’ equipment and data. Large expenditures may be necessary to repair or replace
damaged property, networks or information systems or to protect them from similar events in the future. Moreover, the amount
and scope of insurance that we maintain against losses resulting from any such events or security breaches may not be sufficient
to cover our losses or otherwise adequately compensate us for any disruptions to our business that may result. Any such significant
service disruption could result in damage to our reputation and credibility, customer dissatisfaction and ultimately a loss of customers
or revenue. Any significant loss of customers or revenue, or significant increase in costs of serving those customers, could adversely
affect our growth, financial condition and results of operations.
Furthermore, our operating activities could be subject to risks caused by misappropriation, misuse, leakage, falsification or
accidental release or loss of information maintained in our information technology systems and networks and those of our third-
party vendors, including customer, personnel and vendor data. We provide certain confidential, proprietary and personal information
to third parties in connection with our business, and there is a risk that this information may be compromised.
As a result of the increasing awareness concerning the importance of safeguarding personal information, the potential misuse of
such information and legislation that has been adopted or is being considered regarding the protection, privacy and security of
personal information, information-related risks are increasing, particularly for businesses like ours that process, store and transmit
large amount of data, including personal information for our customers. We could be exposed to significant costs if such risks
20
were to materialize, and such events could damage our reputation, credibility and business and have a negative impact on our
revenue. We could be subject to regulatory actions and claims made by consumers in private litigations involving privacy issues
related to consumer data collection and use practices. We also could be required to expend significant capital and other resources
to remedy any such security breach.
The risk described above may be increased during the period in which we are integrating our people, processes and systems as a
result of the Transactions.
For tax purposes, Charter could experience a deemed ownership change in the future that could limit its ability to use its tax
loss carryforwards.
Charter had approximately $10.9 billion of federal tax net operating loss carryforwards resulting in a gross deferred tax asset of
approximately $2.3 billion as of December 31, 2017. These losses resulted from the operations of Charter Communications
Holdings Company, LLC ("Charter Holdco") and its subsidiaries and from loss carryforwards received as a result of the TWC
Transaction. Federal tax net operating loss carryforwards expire in the years 2018 through 2035. In addition, Charter had state
tax net operating loss carryforwards resulting in a gross deferred tax asset (net of federal tax benefit) of approximately $359 million
as of December 31, 2017. State tax net operating loss carryforwards generally expire in the years 2018 through 2037.
In the past, Charter has experienced ownership changes as defined in Section 382 of the Internal Revenue Code of 1986, as amended
(the “Code”). In general, an ownership change occurs whenever the percentage of the stock of a corporation owned, directly or
indirectly, by 5-percent stockholders (within the meaning of Section 382 of the Code) increases by more than 50 percentage points
over the lowest percentage of the stock of such corporation owned, directly or indirectly, by such 5-percent stockholders at any
time over the preceding three years. As a result, Charter is subject to an annual limitation on the use of its loss carryforwards which
existed at November 30, 2009 for the first ownership change, those that existed at May 1, 2013 for the second ownership change,
and those created at May 18, 2016 for the third ownership change. The limitation on Charter's ability to use its loss carryforwards,
in conjunction with the loss carryforward expiration provisions, could reduce Charter's ability to use a portion of its loss
carryforwards to offset future taxable income, which could result in Charter being required to make material cash tax payments.
Charter's ability to make such income tax payments, if any, will depend at such time on its liquidity or its ability to raise additional
capital, and/or on receipt of payments or distributions from Charter Holdco and its subsidiaries.
If Charter were to experience additional ownership changes in the future (as a result of purchases and sales of stock by its 5-percent
stockholders, new issuances or redemptions of our stock, certain acquisitions of its stock and issuances, redemptions, sales or other
dispositions or acquisitions of interests in its 5-percent stockholders), Charter's ability to use its loss carryforwards could become
subject to further limitations.
If Legacy TWC’s Separation Transactions (as defined below), including the Distribution (as defined below), do not qualify as
tax-free, either as a result of actions taken or not taken by Legacy TWC or as a result of the failure of certain representations
by Legacy TWC to be true, Legacy TWC has agreed to indemnify Time Warner Inc. for its taxes resulting from such
disqualification, which would be significant.
As part of Legacy TWC’s separation from Time Warner Inc. (“Time Warner”) in March 2009 (the “Separation”), Time Warner
received a private letter ruling from the Internal Revenue Service ("IRS") and Time Warner and Legacy TWC received opinions
of tax counsel confirming that the transactions undertaken in connection with the Separation, including the transfer by a subsidiary
of Time Warner of its 12.43% non-voting common stock interest in TW NY to Legacy TWC in exchange for 80 million newly
issued shares of Legacy TWC’s Class A common stock, Legacy TWC’s payment of a special cash dividend to holders of Legacy
TWC’s outstanding Class A and Class B common stock, the conversion of each share of Legacy TWC’s outstanding Class A and
Class B common stock into one share of Legacy TWC common stock, and the pro-rata dividend of all shares of Legacy TWC
common stock held by Time Warner to holders of record of Time Warner’s common stock (the “Distribution” and, together with
all of the transactions, the “Separation Transactions”), should generally qualify as tax-free to Time Warner and its stockholders
for U.S. federal income tax purposes. The ruling and opinions rely on certain facts, assumptions, representations and undertakings
from Time Warner and Legacy TWC regarding the past and future conduct of the companies’ businesses and other matters. If any
of these facts, assumptions, representations or undertakings are incorrect or not otherwise satisfied, Time Warner and its stockholders
may not be able to rely on the ruling or the opinions and could be subject to significant tax liabilities. Notwithstanding the private
letter ruling and opinions, the IRS could determine on audit that the Separation Transactions should be treated as taxable transactions
if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated, or for
other reasons, including as a result of significant changes in the stock ownership of Time Warner or Legacy TWC after the
Distribution.
21
Under the tax sharing agreement among Time Warner and Legacy TWC, Legacy TWC generally would be required to indemnify
Time Warner against its taxes resulting from the failure of any of the Separation Transactions to qualify as tax-free as a result of
(i) certain actions or failures to act by Legacy TWC or (ii) the failure of certain representations made by Legacy TWC to be true.
In addition, even if Legacy TWC bears no contractual responsibility for taxes related to a failure of the Separation Transactions
to qualify for their intended tax treatment, Treasury regulation section 1.1502-6 imposes on Legacy TWC several liability for all
Time Warner federal income tax obligations relating to the period during which Legacy TWC was a member of the Time Warner
federal consolidated tax group, including the date of the Separation Transactions. Similar provisions may apply under foreign,
state or local law. Absent Legacy TWC causing the Separation Transactions to not qualify as tax-free, Time Warner has indemnified
Legacy TWC against such several liability arising from a failure of the Separation Transactions to qualify for their intended tax
treatment.
If we are unable to retain key employees, our ability to manage our business could be adversely affected.
Our operational results have depended, and our future results will depend, upon the retention and continued performance of our
management team. Our ability to retain and hire new key employees for management positions could be impacted adversely by
the competitive environment for management talent in the broadband communications industry. The loss of the services of key
members of management and the inability or delay in hiring new key employees could adversely affect our ability to manage our
business and our future operational and financial results.
Risks Related to Our Indebtedness
We have a significant amount of debt and may incur significant additional debt, including secured debt, in the future, which
could adversely affect our financial health and our ability to react to changes in our business.
We have a significant amount of debt and may (subject to applicable restrictions in our debt instruments) incur additional debt in
the future. As of December 31, 2017, our total principal amount of debt was approximately $69.0 billion.
Our significant amount of debt could have consequences, such as:
impact our ability to raise additional capital at reasonable rates, or at all;
•
• make us vulnerable to interest rate increases, in part because approximately 14% of our borrowings as of December 31,
2017 were, and may continue to be, subject to variable rates of interest;
expose us to increased interest expense to the extent we refinance existing debt with higher cost debt;
require us to dedicate a significant portion of our cash flow from operating activities to make payments on our debt,
reducing our funds available for working capital, capital expenditures, and other general corporate expenses;
limit our flexibility in planning for, or reacting to, changes in our business, the cable and telecommunications industries,
and the economy at large;
place us at a disadvantage compared to our competitors that have proportionately less debt; and
adversely affect our relationship with customers and suppliers.
•
•
•
•
•
If current debt amounts increase, our business results are lower than expected, or credit rating agencies downgrade our debt limiting
our access to investment grade markets, the related risks that we now face will intensify.
The agreements and instruments governing our debt contain restrictions and limitations that could significantly affect our
ability to operate our business, as well as significantly affect our liquidity.
Our credit facilities and the indentures governing our debt contain a number of significant covenants that could adversely affect
our ability to operate our business, our liquidity, and our results of operations. These covenants restrict, among other things, our
and our subsidiaries’ ability to:
incur additional debt;
repurchase or redeem equity interests and debt;
issue equity;
•
•
•
• make certain investments or acquisitions;
pay dividends or make other distributions;
•
dispose of assets or merge;
•
enter into related party transactions; and
•
grant liens and pledge assets.
•
22
Additionally, the Charter Operating credit facilities require Charter Operating to comply with a maximum total leverage covenant
and a maximum first lien leverage covenant. The breach of any covenants or obligations in our indentures or credit facilities, not
otherwise waived or amended, could result in a default under the applicable debt obligations and could trigger acceleration of
those obligations, which in turn could trigger cross defaults under other agreements governing our long-term indebtedness. In
addition, the secured lenders under our notes and the Charter Operating credit facilities could foreclose on their collateral, which
includes equity interests in our subsidiaries, and exercise other rights of secured creditors.
Risks Related to Ownership Position of Liberty Broadband Corporation and Advance/Newhouse Partnership
Liberty Broadband and A/N have governance rights that give them influence over corporate transactions and other matters.
Liberty Broadband currently owns a significant amount of Charter Class A common stock and is entitled to certain governance
rights with respect to Charter. A/N currently owns Charter Class A common stock and a significant amount of membership interests
in our subsidiary Charter Holdings that are convertible into Charter Class A common stock and is entitled to certain governance
rights with respect to Charter. Members of the Charter board of directors include directors who are also officers and directors of
Liberty Broadband and directors who are current or former officers and directors of A/N. Dr. John Malone is the Chairman of
Liberty Broadband, and Mr. Greg Maffei is the president and chief executive officer of Liberty Broadband. Steven Miron is the
Chief Executive Officer of A/N and Michael Newhouse is an officer or director of several of A/N’s affiliates. As of December 31,
2017, Liberty Broadband beneficially held approximately approximately 21% of Charter’s Class A common stock (including
shares owned by Liberty Interactive over which Liberty Broadband holds an irrevocable voting proxy) and A/N beneficially held
approximately approximately 13% of Charter’s Class A common stock, in each case assuming the conversion of the membership
interests held by A/N. Pursuant to the stockholders agreement between Liberty Broadband, A/N and Charter, Liberty Broadband
currently has the right to designate up to three directors as nominees for Charter’s board of directors and A/N currently has the
right to designate up to two directors as nominees for Charter’s board of directors with one designated director to be appointed to
each of the audit committee, the nominating and corporate governance committee, the compensation and benefits committee and
the Finance Committee, in each case provided that each maintains certain specified voting or equity ownership thresholds and
each nominee meets certain applicable requirements or qualifications.
In connection with the TWC Transaction, Liberty Broadband and Liberty Interactive entered into a proxy and right of first refusal
agreement, pursuant to which Liberty Interactive granted Liberty Broadband an irrevocable proxy to vote all Charter Class A
common stock owned beneficially or of record by Liberty Interactive, with certain exceptions. In addition, at the closing of the
Bright House Transaction, A/N and Liberty Broadband entered into a proxy agreement pursuant to which A/N granted to Liberty
Broadband a 5-year irrevocable proxy (which we refer to as the “A/N proxy”) to vote, subject to certain exceptions, that number
of shares of Charter Class A common stock and Charter Class B common stock, in each case held by A/N (such shares are referred
to as the “proxy shares”), that will result in Liberty Broadband having voting power in Charter equal to 25.01% of the outstanding
voting power of Charter, provided, that the voting power of the proxy shares is capped at 7.0% of the outstanding voting power
of Charter. Therefore, giving effect to the Liberty Interactive proxy and the A/N proxy and the voting cap contained in the
stockholders agreement, Liberty Broadband has 25.01% of the outstanding voting power in Charter. The stockholders agreement
and Charter’s amended and restated certificate of incorporation fixes the size of the board at 13 directors. Liberty Broadband and
A/N are required to vote (subject to the applicable voting cap) their respective shares of Charter Class A common stock and Charter
Class B common stock for the director nominees nominated by the nominating and corporate governance committee of the board
of directors, including the respective designees of Liberty Broadband and A/N, and against any other nominees, except that, with
respect to the unaffiliated directors, Liberty Broadband and A/N must instead vote in the same proportion as the voting securities
are voted by stockholders other than A/N and Liberty Broadband or any group which includes any of them are voted, if doing so
would cause a different outcome with respect to the unaffiliated directors. As a result of their rights under the stockholders agreement
and their significant equity and voting stakes in Charter, Liberty Broadband and/or A/N, who may have interests different from
those of other stockholders, will be able to exercise substantial influence over certain matters relating to the governance of Charter,
including the approval of significant corporate actions, such as mergers and other business combination transactions.
23
The stockholders agreement provides A/N and Liberty Broadband with preemptive rights with respect to issuances of Charter
equity in connection with certain transactions, and in the event that A/N or Liberty Broadband exercises these rights, holders
of Charter Class A common stock may experience further dilution.
The stockholders agreement provides that A/N and Liberty Broadband will have certain contractual preemptive rights over issuances
of Charter equity securities in connection with capital raising transactions, merger and acquisition transactions, and in certain other
circumstances. Holders of Charter Class A common stock will not be entitled to similar preemptive rights with respect to such
transactions. As a result, if Liberty Broadband and/or A/N elect to exercise their preemptive rights, (i) these parties would not
experience the dilution experienced by the other holders of Charter Class A common stock, and (ii) such other holders of Charter
Class A common stock may experience further dilution of their interest in Charter upon such exercise.
Risks Related to Regulatory and Legislative Matters
Our business is subject to extensive governmental legislation and regulation, which could adversely affect our business.
Regulation of the cable industry has increased cable operators’ operational and administrative expenses and limited their revenues.
Cable operators are subject to various laws and regulations including those covering the following:
the provision of high-speed Internet service, including transparency rules;
the provision of voice communications;
cable franchise renewals and transfers;
the provisioning and marketing of cable equipment and compatibility with new digital technologies;
customer and employee privacy and data security;
limited rate regulation of video service;
copyright royalties for retransmitting broadcast signals;
•
•
•
•
•
•
•
• when a cable system must carry a particular broadcast station and when it must first obtain retransmission consent to
•
•
•
•
carry a broadcast station;
the provision of channel capacity to unaffiliated commercial leased access programmers;
limitations on our ability to enter into exclusive agreements with multiple dwelling unit complexes and control our inside
wiring;
equal employment opportunity, emergency alert systems, disability access, technical standards, marketing practices,
customer service, and consumer protection; and
approval for mergers and acquisitions often accompanied by the imposition of restrictions and requirements on an
applicant’s business in order to secure approval of the proposed transaction.
Legislators and regulators at all levels of government frequently consider changing, and sometimes do change, existing statutes,
rules, regulations, or interpretations thereof, or prescribe new ones. Any future legislative, judicial, regulatory or administrative
actions may increase our costs or impose additional restrictions on our businesses.
As a result of the closing of the Transactions, our businesses are subject to the conditions set forth in the FCC Order and the
DOJ Consent Decree and those imposed by state utility commissions and local franchise authorities, and there can be no
assurance that these conditions will not have an adverse effect on our businesses and results of operations.
In connection with the Transactions, the FCC Order, the DOJ Consent Decree, and the approvals from state utility commissions
and local franchise authorities incorporated numerous commitments and voluntary conditions made by the parties and imposed
numerous conditions on our businesses relating to the operation of our business and other matters. Among other things, (i) we are
not permitted to charge usage-based prices or impose data caps and are prohibited from charging interconnection fees for qualifying
parties; (ii) we are prohibited from entering into or enforcing any agreement with a programmer that forbids, limits or creates
incentives to limit the programmer’s provision of content to OVD and cannot retaliate against programmers for licensing to OVDs;
(iii) we are not able to avail ourself of other distributors’ MFN provisions if they are inconsistent with this prohibition; (iv) we
must undertake a number of actions designed to promote diversity; (v) we appointed an independent compliance monitor and
comply with a broad array of reporting requirements; and (vi) we must satisfy various other conditions relating to our Internet
services, including building out an additional two million locations with access to a high-speed connection of at least 60 megabits
per second, and implementing a reduced price high-speed Internet program for low income families. These and other conditions
and commitments relating to the Transactions are of varying duration, ranging from three to seven years. In light of the breadth
and duration of the conditions and potential changes in market conditions during the time the conditions and commitments are in
effect, there can be no assurance that our compliance, and ability to comply, with the conditions will not have a material adverse
effect on our business or results of operations.
24
Changes to existing statutes, rules, regulations, or interpretations thereof, or adoption of new ones, could have an adverse
effect on our business.
There are ongoing efforts to amend or expand the federal, state, and local regulation of some of the services offered over our cable
systems, which may compound the regulatory risks we already face. For example, with respect to our retail broadband Internet
access service, the FCC has reclassified the service twice in the last few years, with the first change adding regulatory obligations
and the second change largely removing those new regulatory obligations. These changes reflect a lack of regulatory certainty in
this business area, which may continue as a result of litigation, as well as future legislative or administrative changes.
Other potential legislative and regulatory changes could adversely impact our business by increasing our costs and competition
and limiting our ability to offer services in a manner that that would maximize our revenue potential. These changes could include,
for example, the adoption of new privacy restrictions on our collection, use and disclosure of certain customer information, new
data security and cybersecurity mandates that could result in additional network and information security requirements for our
business, new restraints on our discretion over programming decisions, including the provision of public, educational and
governmental access programming and unaffiliated, commercial leased access programming, new restrictions on the rates we
charge for video programming and the marketing of that video programming, changes to the cable industry’s compulsory copyright
license to carry broadcast signals, new requirements to assure the availability of navigation devices (such as set-top boxes) from
third party providers, new Universal Service Fund obligations on our provision of Internet service that would add to the cost of
that service; increases in government-administered broadband subsidies to rural areas that could result in subsidized overbuilding
of our more rural facilities, and changes in the regulatory framework for VoIP phone service, including the scope of regulatory
obligations associated with our VoIP service and our ability to interconnect our VoIP service with incumbent providers of traditional
telecommunications service.
If any of these pending laws and regulations are enacted, they could affect our operations and require significant expenditures.
We cannot predict future developments in these areas, and we are already subject to Charter-specific conditions regarding certain
Internet practices as a result of the FCC’s approval of the Transactions, but any changes to the regulatory framework for our video,
Internet or VoIP services could have a negative impact on our business and results of operations.
It remains uncertain what rule changes, if any, will ultimately be adopted by Congress and the FCC and what operating or financial
impact any such rules might have on us, including on our programming agreements, customer privacy and the user experience.
In addition, the FCC’s Enforcement Bureau has been actively investigating certain industry practices of various companies and
imposing forfeitures for alleged regulatory violations.
Our cable system franchises are subject to non-renewal or termination and are non-exclusive. The failure to renew a franchise
or the grant of additional franchises in one or more key markets could adversely affect our business.
Our cable systems generally operate pursuant to franchises, permits, and similar authorizations issued by a state or local
governmental authority controlling the public rights-of-way. Many franchises establish comprehensive facilities and service
requirements, as well as specific customer service standards and monetary penalties for non-compliance. In many cases, franchises
are terminable if the franchisee fails to comply with significant provisions set forth in the franchise agreement governing system
operations. Franchises are generally granted for fixed terms and must be periodically renewed. Franchising authorities may resist
granting a renewal if either past performance or the prospective operating proposal is considered inadequate. Franchise authorities
often demand concessions or other commitments as a condition to renewal. In some instances, local franchises have not been
renewed at expiration, and we have operated and are operating under either temporary operating agreements or without a franchise
while negotiating renewal terms with the local franchising authorities.
We cannot assure you that we will be able to comply with all significant provisions of our franchise agreements and certain of our
franchisers have from time to time alleged that we have not complied with these agreements. Additionally, although historically
we have renewed our franchises without incurring significant costs, we cannot assure you that we will be able to renew, or to
renew as favorably, our franchises in the future. A termination of or a sustained failure to renew a franchise in one or more key
markets could adversely affect our business in the affected geographic area.
Our cable system franchises are non-exclusive. Consequently, local and state franchising authorities can grant additional franchises
to competitors in the same geographic area or operate their own cable systems. In some cases, local government entities and
municipal utilities may legally compete with us on more favorable terms. Potential competitors (like Google) have recently pursued
and obtained local franchises that are more favorable than the incumbent operator’s franchise.
Tax legislation and administrative initiatives or challenges to our tax and fee positions could adversely affect our results of
operations and financial condition.
25
We operate cable systems in locations throughout the United States and, as a result, we are subject to the tax laws and regulations
of federal, state and local governments. From time to time, various legislative and/or administrative initiatives may be proposed
that could adversely affect our tax positions. There can be no assurance that our effective tax rate or tax payments will not be
adversely affected by these initiatives. Certain states and localities have imposed or are considering imposing new or additional
taxes or fees on our services or changing the methodologies or base on which certain fees and taxes are computed. Potential changes
include additional taxes or fees on our services which could impact our customers, changes to income tax sourcing rules and other
changes to general business taxes, central/unit-level assessment of property taxes and other matters that could increase our income,
franchise, sales, use and/or property tax liabilities. For example, some local franchising authorities are seeking to impose franchise
fee assessments on our broadband Internet access service, and more may do so in the future. If they do so, and challenges to such
assessments are unsuccessful, it could adversely impact our costs. In addition, federal, state and local tax laws and regulations
are extremely complex and subject to varying interpretations. There can be no assurance that our tax positions will not be challenged
by relevant tax authorities or that we would be successful in any such challenge.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Our principal physical assets consist of cable distribution plant and equipment, including signal receiving, encoding and decoding
devices, headend reception facilities, distribution systems, and customer premise equipment for each of our cable systems.
Our cable plant and related equipment are generally attached to utility poles under pole rental agreements with local public utilities
and telephone companies, and in certain locations are buried in underground ducts or trenches. We own or lease real property for
signal reception sites, and own our service vehicles.
We generally lease space for business offices. Our headend and tower locations are located on owned or leased parcels of land,
and we generally own the towers on which our equipment is located.
The physical components of our cable systems require maintenance as well as periodic upgrades to support the new services and
products we introduce. See “Item 1. Business – Our Network Technology and Customer Premise Equipment.” We believe that
our properties are generally in good operating condition and are suitable for our business operations.
Item 3. Legal Proceedings.
The legal proceedings information set forth in Note 20 to the accompanying consolidated financial statements contained in “Part
II. Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K is incorporated herein by reference.
Item 4. Mine Safety Disclosures.
Not applicable.
26
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
(A) Market Information
Charter’s Class A common stock is listed on the NASDAQ Global Select Market under the symbol “CHTR.”
The following table sets forth, for the periods indicated, the range of high and low last reported sale price per share of Charter’s
Class A common stock on the NASDAQ Global Select Market.
Class A Common Stock
2016
First quarter
Second quarter
Third quarter
Fourth quarter
2017
First quarter
Second quarter
Third quarter
Fourth quarter
(B) Holders
High
Low
$
$
$
$
$
$
$
$
204.10
233.11
277.56
292.19
333.15
353.03
402.50
371.09
$
$
$
$
$
$
$
$
159.53
197.91
231.77
244.10
285.77
313.11
328.67
316.29
As of December 31, 2017, there were approximately 14,101 holders of record of Charter’s Class A common stock and one holder
of Charter's Class B common stock.
(C) Dividends
Charter has not paid cash dividends on its common stock and does not intend to do so in the foreseeable future.
(D) Securities Authorized for Issuance Under Equity Compensation Plans
The following information is provided as of December 31, 2017 with respect to equity compensation plans:
Plan Category
Equity compensation plans approved by security
holders
Equity compensation plans not approved by
security holders
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
Weighted
Average Exercise
Price of
Outstanding
Warrants and
Rights
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
12,039,412 (1)
—
$
$
200.07
5,844,588 (1)
—
—
TOTAL
12,039,412 (1)
5,844,588 (1)
(1) This total does not include 9,517 shares issued pursuant to restricted stock grants made under our 2009 Stock Incentive Plan,
which are subject to vesting based on continued employment and market conditions.
27
For information regarding securities issued under our equity compensation plans, see Note 16 to our accompanying consolidated
financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.”
(E) Performance Graph
The graph below shows the cumulative total return on Charter’s Class A common stock for the period from December 31, 2012
through December 31, 2017, in comparison to the cumulative total return on Standard & Poor’s 500 Index and a peer group
consisting of the national cable operators that are most comparable to us in terms of size and nature of operations. The Company’s
2017 peer group consists of Verizon, Comcast, AT&T, T-Mobile, Sprint, Dish Network Corporation, Time Warner Inc., Viacom,
Inc., CenturyLink, Inc., The Walt Disney Company, Liberty Global Plc, Cisco Systems, Inc., 21st Century Fox, Inc., BCE Inc. and
CBS Corporation. The 2017 peer group was created as a result of merger and acquisition activity that impacted our 2016 peer
group index, which had consisted of Comcast and Legacy TWC, as well as to match the peer group utilized by our Compensation
and Benefits Committee. The results shown assume that $100 was invested on December 31, 2012 and that all dividends were
reinvested. These indices are included for comparative purposes only and do not reflect whether it is management’s opinion that
such indices are an appropriate measure of the relative performance of the stock involved, nor are they intended to forecast or be
indicative of future performance of Charter’s Class A common stock.
(F) Recent Sales of Unregistered Securities
During 2017, there were no unregistered sales of securities of the registrant.
28
(G) Purchases of Equity Securities by the Issuer
The following table presents Charter’s purchases of equity securities completed during the fourth quarter of 2017 (dollars in
millions, except per share data).
Period
October 1 - 31, 2017
November 1 - 30, 2017
December 1 - 31, 2017
Total Number of
Shares Purchased (1)
6,756,815
3,506,402
1,198,216
$
$
$
Average Price Paid
per Share
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs (2)
353.40
335.97
336.03
6,748,900
3,495,881
1,190,300
Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under the
Plans or Programs (2)
$2,566
$1,425
$1,083
(1)
Includes 7,915, 10,521 and 7,916 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 October, November and December 2017,
respectively.
(2) During the three months ended December 31, 2017, Charter purchased approximately 11.4 million shares of its Class A
common stock for approximately $4.0 billion. As of December 31, 2017, Charter had remaining board authority to
purchase an additional $1.1 billion of Charter’s Class A common stock and/or Charter Holdings common units. Charter
Holdings purchased 2.1 million Charter Holdings common units from A/N at an average price per unit of $354.18, or
$743 million during the three months ended December 31, 2017. 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 (defined below). See "Part II.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital
Resources."
Item 6. Selected Financial Data.
The following table presents selected consolidated financial data for the periods indicated (dollars in millions, except per share data):
Statement of Operations Data:
Revenues
Income from operations (a)
Interest expense, net
Income (loss) before income taxes
Net income (loss) attributable to Charter shareholders
Income (loss) per common share, basic
Income (loss) per common share, diluted
Weighted average shares outstanding, basic (b)
Weighted average shares outstanding, diluted (b)
Balance Sheet Data (end of period):
Investment in cable properties
Total assets
Total debt
Total shareholders’ equity (deficit)
Other Financial Data:
Ratio of earnings to fixed charges (c)
Deficiency of earnings to cover fixed charges (c)
Years Ended December 31,
2017
2016
2015
2014
2013
$
$
$
$
$
$
$
41,581
4,106
3,090
1,028
9,895
38.55
34.09
$
$
$
$
$
$
$
29,003
2,456
2,499
820
3,522
17.05
15.94
$
$
$
$
$
$
$
9,754
1,114
1,306
$
$
$
(331) $
(271) $
(2.68) $
(2.68) $
9,108
971
911
53
$
$
$
$
(183) $
(1.88) $
(1.88) $
8,155
909
846
(49)
(169)
(1.83)
(1.83)
256,720,715
296,703,956
206,539,100
101,152,647
97,991,915
92,169,292
234,791,439
101,152,647
97,991,915
92,169,292
$
$
$
$
142,712
146,623
70,231
47,531
$
$
$
$
144,396
149,067
61,747
50,366
$
$
$
$
16,375
39,316
35,723
$
$
$
(46) $
16,652
24,388
20,887
146
$
$
$
$
16,556
17,129
14,031
151
1.33
N/A
1.33
N/A $
N/A
331
1.06
N/A $
N/A
49
29
(a)
The year ended December 31, 2016 has been restated to reflect the adoption of Accounting Standards Update (“ASU”) No.
2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost ("ASU
2017-07"). See Note 22 to our accompanying consolidated financial statements contained in “Part II. Item 8. Financial
Statements and Supplementary Data.”
(b) Weighted average number of shares outstanding for the years ended December 31, 2015, 2014 and 2013 have been recast to
reflect the application of the Parent Merger Exchange Ratio (as defined in the Merger Agreement). See Note 3 to our
accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.”
Earnings include income (loss) before non-controlling interest and income taxes plus fixed charges. Fixed charges consist of
interest expense and an estimated interest component of rent expense.
(c)
Comparability of the above information from year to year is affected by acquisitions and dispositions completed by us, including the
Transactions. See “Part I. Item 1. Business” for a discussion regarding the Transactions.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Reference is made to “Part I. Item 1A. Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,” which
describe important factors that could cause actual results to differ from expectations and non-historical information contained
herein. In addition, the following discussion should be read in conjunction with the audited consolidated financial statements and
accompanying notes thereto of Charter included in “Part II. Item 8. Financial Statements and Supplementary Data.”
Overview
We are the second largest cable operator in the United States and a leading broadband communications services company providing
video, Internet and voice services to approximately 27.2 million residential and business customers at December 31, 2017. In
addition, we sell video and online advertising inventory to local, regional and national advertising customers and fiber-delivered
communications and managed IT solutions to large enterprise customers. We also own and operate regional sports networks and
local sports, news and community channels and sell security and home management services in the residential marketplace. See
“Part I. Item 1. Business — Products and Services” for further description of these services, including customer statistics for
different services.
In the first half of 2017, we completed the roll-out of SPP to Legacy TWC and Legacy Bright House markets simplifying our
offers and improving our packaging of products, allowing us to deliver more value to new and existing customers. As of
December 31, 2017, approximately 60% of our residential customers are in an SPP package. In the second half of 2017, we began
converting the remaining Legacy TWC and Legacy Bright House analog markets to an all-digital platform enabling us to deliver
more HD channels and higher Internet speeds. The bulk of this all-digital initiative will take place in 2018. Our corporate
organization, as well as our marketing, sales and product development departments, are centralized. Field operations are managed
through eleven regional areas, each designed to represent a combination of designated marketing areas. In 2017, we began migrating
Legacy TWC and Legacy Bright House customer care centers to Legacy Charter's model of using virtualized, U.S.-based in-house
call centers. We are focused on deploying superior products and service with minimal service disruptions as we integrate our
information technology and network operations. We intend to continue to insource the Legacy TWC and Legacy Bright House
workforces in our call centers and in our field operations which we expect to lead to lower customer churn and longer customer
lifetimes.
Our integration activities will continue in 2018 with the expectation that by 2019 we will have substantially integrated the practices
and systems of Legacy Charter, Legacy TWC and Legacy Bright House. In 2018, we will also launch our mobile product. As a
result of growth costs for a new product line and implementing our operating strategy across Legacy TWC and Legacy Bright
House, we cannot be certain that we will be able to grow revenues or maintain our margins at recent historical rates.
30
The Company 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).
Years ended December 31,
2016
2017
2015
2017 over 2016
2016 over 2015
Growth
Actual
Revenues
Adjusted EBITDA
Income from operations
Pro Forma
Revenues
Adjusted EBITDA
Income from operations(a)
$
$
$
$
$
$
41,581
15,301
4,106
41,581
15,301
4,106
$
$
$
$
$
$
29,003
10,592
2,456
40,023
14,464
3,886
$
$
$
$
$
$
9,754
3,406
1,114
37,394
13,004
3,323
43.4%
44.5%
67.2%
3.9%
5.8%
5.7%
197.3%
211.0%
120.5%
7.0%
11.2%
16.9%
(a)
Income from operations for the year ended December 31, 2016 has been reduced from what was previously reported by $899
million to reflect the adoption of pension accounting guidance, and on a pro forma basis, income from operations for the years
ended December 31, 2016 and 2015 have been reduced from what was previously reported by $915 million and $73 million,
respectively. For more information, see Note 22 to the accompanying consolidated financial statements contained in “Part
II. Item 8. Financial Statements and Supplementary Data.”
Adjusted EBITDA is defined as consolidated net income (loss) plus 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, other (income) expense, net and other operating (income) expenses, such as merger and restructuring costs, 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, Adjusted EBITDA and income from operations was primarily due to the Transactions. On a pro forma
basis, assuming the Transactions occurred as of January 1, 2015, total revenue growth was primarily due to growth in our Internet
and commercial businesses. Revenue growth during 2017 was offset by lower advertising sales revenue due to a decrease in
political and local advertising and an early contract termination benefit at Legacy TWC and Legacy Bright House in 2016. In
addition to the items noted above, Adjusted EBITDA growth on a pro forma basis was affected by increases in programming costs
and, in 2017, offset by decreases in costs to service customers and other operating costs and expenses. Income from operations
on a pro forma basis was additionally affected by increases in depreciation and amortization as well as changes in merger and
restructuring costs.
Approximately 91%, 90% and 91% of our revenues for years ended December 31, 2017, 2016 and 2015, respectively, are
attributable to monthly subscription fees charged to customers for our video, Internet, voice and commercial services provided by
our cable systems. Generally, these customer subscriptions may be discontinued by the customer at any time subject to a fee for
certain commercial customers. The remaining 9%, 10% and 9% of revenue for fiscal years 2017, 2016 and 2015, respectively, is
derived primarily from advertising revenues, franchise and other regulatory fee revenues (which are collected by us but then paid
to local authorities), VOD and pay-per-view programming, installation, processing fees or reconnection fees charged to customers
to commence or reinstate service, revenue from regional sports and news channels and commissions related to the sale of
merchandise by home shopping services.
We incurred the following transition costs in connection with the Transactions (in millions).
Operating expenses
Other operating expenses
Interest expense
Capital expenditures
Years ended December 31,
2016
2017
2015
$
$
$
$
$
124
351
$
— $
$
489
156
970
390
460
$
$
$
$
72
70
521
115
31
Amounts included in transition operating expenses and transition capital expenditures represent incremental costs incurred to
integrate the Legacy TWC and Legacy Bright House operations and to bring the three companies’ systems and processes into a
uniform operating structure. Costs are incremental and would not be incurred absent the integration. Other operating expenses
associated with the Transactions represent merger and restructuring costs and include advisory, legal and accounting fees, employee
retention costs, employee termination costs and other exit costs. Interest expense associated with the Transactions represents
interest incurred on the CCO Safari II, CCO Safari III and CCOH Safari notes issued in advance of the closing of the Transactions,
the proceeds of which were held in escrow to finance the Transactions.
Critical Accounting Policies and Estimates
Certain of our accounting policies require our management to make difficult, subjective and/or complex judgments. Management
has discussed these policies with the Audit Committee of Charter’s board of directors, and the Audit Committee has reviewed the
following disclosure. We consider the following policies to be the most critical in understanding the estimates, assumptions and
judgments that are involved in preparing our financial statements, and the uncertainties that could affect our results of operations,
financial condition and cash flows:
•
Property, plant and equipment
• Capitalization of labor and overhead costs
• Valuation and impairment of property, plant and equipment
• Useful lives of property, plant and equipment
•
Intangible assets
• Valuation and impairment of franchises
• Valuation and impairment of goodwill
• Valuation, impairment and amortization of customer relationships
Income taxes
•
• Litigation
•
•
Programming agreements
Pension plans
In addition, there are other items within our financial statements that require estimates or judgment that are not deemed critical,
such as the allowance for doubtful accounts and valuations of our financial instruments, but changes in estimates or judgment in
these other items could also have a material impact on our financial statements.
Property, plant and equipment
The cable industry is capital intensive, and a large portion of our resources are spent on capital activities associated with extending,
rebuilding, and upgrading our cable network. As of December 31, 2017 and 2016, the net carrying amount of our property, plant
and equipment (consisting primarily of cable distribution systems) was approximately $33.9 billion (representing 23% of total
assets) and $33.0 billion (representing 22% of total assets), respectively. Total capital expenditures for the years ended December 31,
2017, 2016 and 2015 were approximately $8.7 billion, $5.3 billion and $1.8 billion, respectively.
Capitalization of labor and overhead costs. Costs associated with network construction or upgrades, initial placement of the
customer drop to the dwelling and the initial placement of outlets within a dwelling along with the costs associated with the initial
deployment of customer premise equipment necessary to provide video, Internet or voice services, are capitalized. Costs capitalized
include materials, direct labor and certain indirect costs. These indirect costs are associated with the activities of personnel who
assist in installation activities, and consist of compensation and overhead costs associated with these support functions. While
our capitalization is based on specific activities, once capitalized, we track these costs on a composite basis by fixed asset category
at the cable system level, and not on a specific asset basis. For assets that are sold or retired, we remove the estimated applicable
cost and accumulated depreciation. The costs of disconnecting service and removing customer premise equipment from a dwelling
and the costs to reconnect a customer drop or to redeploy previously installed customer premise equipment are charged to operating
expense as incurred. Costs for repairs and maintenance are charged to operating expense as incurred, while plant and equipment
replacement, including replacement of certain components, betterments, and replacement of cable drops and outlets, are capitalized.
We make judgments regarding the installation and construction activities to be capitalized. We capitalize direct labor and overhead
using standards developed from actual costs and applicable operational data. We calculate standards annually (or more frequently
if circumstances dictate) for items such as the labor rates, overhead rates, and the actual amount of time required to perform a
capitalizable activity. For example, the standard amounts of time required to perform capitalizable activities are based on studies
of the time required to perform such activities. Overhead rates are established based on an analysis of the nature of costs incurred
32
in support of capitalizable activities, and a determination of the portion of costs that is directly attributable to capitalizable activities.
The impact of changes that resulted from these studies were not material in the periods presented.
Labor costs directly associated with capital projects are capitalized. Capitalizable activities performed in connection with
installations include such activities as:
•
•
•
•
dispatching a “truck roll” to the customer’s dwelling or business for service connection or placement of new equipment;
verification of serviceability to the customer’s dwelling or business (i.e., determining whether the customer’s dwelling is
capable of receiving service by our cable network);
customer premise activities performed by in-house field technicians and third-party contractors in connection with the
installation, replacement and betterment of equipment and materials to enable video, Internet or voice services; and
verifying the integrity of the customer’s network connection by initiating test signals downstream from the headend to the
customer premise equipment, as well as testing signal levels at the utility pole or pedestal.
Judgment is required to determine the extent to which overhead costs incurred result from specific capital activities, and therefore
should be capitalized. The primary costs that are included in the determination of the overhead rate are (i) employee benefits and
payroll taxes associated with capitalized direct labor, (ii) direct variable costs associated with capitalizable activities, (iii) the cost
of support personnel, such as care personnel and dispatchers, who assist with capitalizable installation activities, and (iv) indirect
costs directly attributable to capitalizable activities.
While we believe our existing capitalization policies are appropriate, a significant change in the nature or extent of our system
activities could affect management’s judgment about the extent to which we should capitalize direct labor or overhead in the future.
We monitor the appropriateness of our capitalization policies, and perform updates to our internal studies on an ongoing basis to
determine whether facts or circumstances warrant a change to our capitalization policies. We capitalized direct labor and overhead
of $1.7 billion, $991 million and $420 million, respectively, for the years ended December 31, 2017, 2016 and 2015.
Valuation and impairment of property, plant and equipment. We evaluate the recoverability of our property, plant and equipment
upon the occurrence of events or changes in circumstances indicating that the carrying amount of an asset may not be recoverable.
Such events or changes in circumstances could include such factors as the impairment of our indefinite life assets, changes in
technological advances, fluctuations in the fair value of such assets, adverse changes in relationships with local franchise authorities,
adverse changes in market conditions, or a deterioration of current or expected future operating results. A long-lived asset is
deemed impaired when the carrying amount of the asset exceeds the projected undiscounted future cash flows associated with the
asset. No impairments of long-lived assets to be held and used were recorded in the years ended December 31, 2017, 2016 and
2015.
We utilize the cost approach as the primary method used to establish fair value for our property, plant and equipment in connection
with business combinations. The cost approach considers the amount required to replace an asset by constructing or purchasing
a new asset with similar utility, then adjusts the value in consideration of physical depreciation and functional and economic
obsolescence as of the valuation date. The cost approach relies on management’s assumptions regarding current material and
labor costs required to rebuild and repurchase significant components of our property, plant and equipment along with assumptions
regarding the age and estimated remaining useful lives of our property, plant and equipment.
Useful lives of property, plant and equipment. We evaluate the appropriateness of estimated useful lives assigned to our property,
plant and equipment, based on annual analysis of such useful lives, and revise such lives to the extent warranted by changing facts
and circumstances. Any changes in estimated useful lives as a result of this analysis are reflected prospectively beginning in the
period in which the study is completed. Our analysis of useful lives in 2017 did not indicate any significant changes in useful
lives. The effect of a one-year decrease in the weighted average remaining useful life of our property, plant and equipment as of
December 31, 2017 would be an increase in annual depreciation expense of approximately $943 million. The effect of a one-year
increase in the weighted average remaining useful life of our property, plant and equipment as of December 31, 2017 would be a
decrease in annual depreciation expense of approximately $1.4 billion.
33
Depreciation expense related to property, plant and equipment totaled $7.8 billion, $5.0 billion and $1.9 billion for the years ended
December 31, 2017, 2016 and 2015, respectively, representing approximately 21%, 19% and 21% of costs and expenses,
respectively. Depreciation is recorded using the straight-line composite method over management’s estimate of the useful lives
of the related assets as listed below:
Cable distribution systems
Customer premise equipment and installations
Vehicles and equipment
Buildings and improvements
Furniture, fixtures and equipment
Intangible assets
8-20 years
3-8 years
4-9 years
15-40 years
7-10 years
Valuation and impairment of franchises. The net carrying value of franchises as of December 31, 2017 and 2016 was approximately
$67.3 billion (representing 46% of total assets) and $67.3 billion (representing 45% of total assets), respectively. For more
information and a complete discussion of how we value and test franchise assets for impairment, see Note 6 to the accompanying
consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.”
We perform an impairment assessment of franchise assets annually or more frequently as warranted by events or changes in
circumstances. We performed a qualitative assessment in 2017. Our assessment included consideration of a fair value appraisal
performed for tax purposes in the beginning of 2017 as of a December 31, 2016 valuation date (the "Appraisal") along with a
multitude of factors that affect the fair value of our franchise assets. Examples of such factors include environmental and competitive
changes within our operating footprint, actual and projected operating performance, the consistency of our operating margins,
equity and debt market trends, including changes in our market capitalization, and changes in our regulatory and political landscape,
among other factors. Based on our assessment, we concluded that it was more likely than not that the estimated fair values of our
franchise assets equals or exceeds their carrying values and that a quantitative impairment test is not required.
The Appraisal indicated that the fair value of our franchise assets exceeded carrying value by more than 40% in the aggregate. At
our unit of accounting level for franchise asset impairment testing, the amount by which fair value exceeded carrying value varied
based on the extent to which the unit of accounting was comprised of operations acquired in 2016. For units of accounting comprised
entirely or substantially of newly-acquired operations, the Appraisal fair value exceeded carrying value by a range of 16% to 46%
due to the recency of the Transactions, while fair value for units of accounting comprised of at least 25% Legacy Charter operations,
exceeded carrying value by a range of 29% to 264%.
Valuation and impairment of goodwill. The net carrying value of goodwill as of December 31, 2017 and 2016 was approximately
$29.6 billion (representing 20% of total assets) and $29.5 billion (representing 20% of total assets), respectively. For more
information and a complete discussion on how we test goodwill for impairment, see Note 6 to the accompanying consolidated
financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.” We perform our impairment
assessment of goodwill annually as of November 30. As with our franchise impairment testing, we elected to perform a qualitative
assessment of goodwill in 2017 which included the fair value appraisal and other factors described above. Based on the Appraisal,
we determined that the fair value of our goodwill exceeded carrying value by approximately 53%. Given the completion of the
assessment and absence of significant adverse changes in factors impacting our fair value estimates, we concluded that it is more
likely than not that our goodwill is not impaired.
Valuation, impairment and amortization of customer relationships. The net carrying value of customer relationships as of
December 31, 2017 and 2016 was approximately $12.0 billion (representing 8% of total assets) and $14.6 billion (representing
10% of total assets), respectively. Amortization expense related to customer relationships for the years ended December 31, 2017,
2016 and 2015 was approximately $2.7 billion, $1.9 billion and $249 million, respectively. No impairment of customer relationships
was recorded in the years ended December 31, 2017, 2016 and 2015. For more information and a complete discussion on our
valuation methodology and amortization method, see Note 6 to the accompanying consolidated financial statements contained in
“Part II. Item 8. Financial Statements and Supplementary Data.”
Income taxes
As of December 31, 2017, Charter had approximately $10.9 billion of federal tax net operating loss carryforwards resulting in a
gross deferred tax asset of approximately $2.3 billion. These losses resulted from the operations of Charter Holdco and its
subsidiaries and from loss carryforwards received as a result of the TWC Transaction. Federal tax net operating loss carryforwards
34
expire in the years 2018 through 2035. In addition, as of December 31, 2017, Charter had state tax net operating loss carryforwards,
resulting in a gross deferred tax asset (net of federal tax benefit) of approximately $359 million. State tax net operating loss
carryforwards generally expire in the years 2018 through 2037. Such tax loss carryforwards can accumulate and be used to offset
Charter’s future taxable income. As of December 31, 2017, all of Charter's federal tax loss carryforwards are subject to Section
382 and other restrictions. Pursuant to these restrictions, Charter estimates that approximately $8.7 billion in 2018, $654 million
in 2019 and an additional $226 million annually over each of the next five years of federal tax loss carryforwards, should become
unrestricted and available for Charter’s use. An additional $415 million is currently subject to a valuation allowance. Charter’s
state tax loss carryforwards are subject to similar but varying restrictions.
Income tax benefit for the year ended December 31, 2017 was recognized primarily as a result of the enactment of the Tax Cuts
& Jobs Act (“Tax Reform”) in December 2017. Among other things, the primary provisions of Tax Reform impacting us are the
reductions to the U.S. corporate income tax rate from 35% to 21% and temporary 100% bonus depreciation for certain assets. The
change in tax law required us to remeasure existing net deferred tax liabilities using the lower rate in the period of enactment
resulting in an income tax benefit of approximately $9.3 billion to reflect these changes in the year ended December 31, 2017.
We have reported provisional amounts for the income tax effects of Tax Reform for which the accounting is incomplete but a
reasonable estimate could be determined. There were no specific impacts of Tax Reform that could not be reasonably estimated
which we accounted for under prior tax law. Based on a continued analysis of the estimates and further guidance on the application
of the law, it is anticipated that additional revisions may occur throughout the allowable measurement period. Overall, the changes
due to Tax Reform will favorably affect income tax expense on future U.S. earnings.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or
all of the deferred tax assets will be realized. In evaluating the need for a valuation allowance, management takes into account
various factors, including the expected level of future taxable income, available tax planning strategies and reversals of existing
taxable temporary differences. Due to Legacy Charter’s history of losses, Legacy Charter was historically unable to assume future
taxable income in its analysis and accordingly valuation allowances were established against the deferred tax assets, net of deferred
tax liabilities, from definite-lived assets for book accounting purposes. However, as a result of the TWC Transaction in 2016,
deferred tax liabilities resulting from the acquisition accounting increased significantly and future taxable income that will result
from the reversal of existing temporary differences for which deferred tax liabilities are recognized, is sufficient to conclude it is
more likely than not that we will realize substantially all of our deferred tax assets. As a result, in 2016 Charter reversed
approximately $3.3 billion of its valuation allowance and recognized a corresponding income tax benefit in the consolidated
statements of operations for the year ended December 31, 2016. Approximately $87 million of valuation allowance associated
with federal tax net operating loss carryforwards and approximately $50 million of valuation allowance associated with state tax
loss carryforwards and other miscellaneous deferred tax assets remains on the December 31, 2017 consolidated balance sheet.
In determining our tax provision for financial reporting purposes, we establish 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. In
evaluating whether a tax position has met the more-likely-than-not recognition threshold, we presume the position will be examined
by the appropriate taxing authority that has full knowledge of all relevant information. A tax position that meets the more-likely-
than-not recognition threshold is measured to determine the amount of benefit to be recognized in our financial statements. The
tax position is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized when the position
is ultimately resolved. There is considerable judgment involved in determining whether positions taken on the tax return are “more
likely than not” of being sustained. We adjust our uncertain tax reserve estimates periodically because of ongoing examinations
by, and settlements with, the various taxing authorities, as well as changes in tax laws, regulations and interpretations.
No tax years for Charter, Charter Holdings or Charter Holdco for income tax purposes, are currently under examination by the
IRS. Charter and Charter Holdings' 2016 and 2017 tax years remain open for examination and assessment. Legacy Charter’s tax
years ending 2014 through the short period return dated May 17, 2016 remain subject to examination and assessment. Years prior
to 2014 remain open solely for purposes of examination of Legacy Charter’s loss and credit carryforwards. The IRS is currently
examining Legacy TWC’s income tax returns for 2011 through 2014. Legacy TWC’s tax year 2015 remains subject to examination
and assessment. Prior to Legacy TWC’s separation from Time Warner Inc. (“Time Warner”) in March 2009 (the “Separation”),
Legacy TWC was included in the consolidated U.S. federal and certain state income tax returns of Time Warner. The IRS is
currently examining Time Warner’s 2008 through 2010 income tax returns. Time Warner’s income tax returns for 2005 to 2007,
which are periods prior to the Separation, were settled with the exception of an immaterial item that has been referred to the IRS
Appeals Division. We do not anticipate that these examinations will have a material impact on our consolidated financial position
or results of operations. In addition, we are also subject to ongoing examinations of our tax returns by state and local tax authorities
for various periods. Activity related to these state and local examinations did not have a material impact on our consolidated
financial position or results of operations during the year ended December 31, 2017, nor do we anticipate a material impact in the
future.
35
Litigation
Legal contingencies have a high degree of uncertainty. When a loss from a contingency becomes estimable and probable, a reserve
is established. The reserve reflects management’s best estimate of the probable cost of ultimate resolution of the matter and is
revised as facts and circumstances change. A reserve is released when a matter is ultimately brought to closure or the statute of
limitations lapses. We have established reserves for certain matters. Although these matters are not expected individually to have
a material adverse effect on our consolidated financial condition, results of operations or liquidity, such matters could have, in the
aggregate, a material adverse effect on our consolidated financial condition, results of operations or liquidity.
Programming agreements
We exercise judgment in estimating programming expense associated with certain video programming contracts. Our policy is to
record video programming costs based on the substance of our contractual agreements with our programming vendors, which are
generally multi-year agreements that provide for us to make payments to the programming vendors at agreed upon market rates
based on the number of customers to which we provide the programming service. If a programming contract expires prior to the
parties’ entry into a new agreement and we continue to distribute the service, we estimate the programming costs during the period
there is no contract in place. In doing so, we consider the previous contractual rates, inflation and the status of the negotiations
in determining our estimates. When the programming contract terms are finalized, an adjustment to programming expense is
recorded, if necessary, to reflect the terms of the new contract. We also make estimates in the recognition of programming expense
related to other items including the allocation of consideration exchanged between the parties among the various items in multiple-
element transactions.
Judgment is also involved when we enter into agreements that result in us receiving cash consideration from the programming
vendor, usually in the form of advertising sales, channel positioning fees, launch support or marketing support. In these situations,
we must determine based upon facts and circumstances if such cash consideration should be recorded as revenue, a reduction in
programming expense or a reduction in another expense category (e.g., marketing).
Pension plans
We sponsor two qualified defined benefit pension plans, the TWC Pension Plan and the TWC Union Pension Plan (collectively,
the “TWC Pension Plans”), that provide pension benefits to a majority of Legacy TWC employees. We also provide a nonqualified
defined benefit pension plan for certain employees under the TWC Excess Pension Plan. As of December 31, 2017, the accumulated
benefit obligation and fair value of plan assets for the TWC Pension Plans was $3.6 billion and $3.3 billion, respectively, and the
net underfunded liability of the TWC Pension Plans was recorded as a $1 million noncurrent asset, $5 million current liability and
$292 million long-term liability. As of December 31, 2016, the accumulated benefit obligation and fair value of plan assets for
the TWC Pension Plans was $3.3 billion and $2.9 billion, respectively, and the net underfunded liability of the TWC Pension Plans
was recorded as a $1 million noncurrent asset, $6 million current liability and $309 million long-term liability.
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. We have 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. We use a December 31 measurement date for our pension plans.
We recognized net periodic pension benefits of $1 million and $813 million in 2017 and 2016, respectively. Net periodic pension
benefit or expense is determined using certain assumptions, including the expected long-term rate of return on plan assets, discount
rate and mortality assumptions. We determined the discount rate used to compute pension expense based on the yield of a large
population of high-quality corporate bonds with cash flows sufficient in timing and amount to settle projected future defined
benefit payments. In developing the expected long-term rate of return on assets, we considered the current pension portfolio’s
composition, past average rate of earnings, and our asset allocation targets. We used a discount rate of 4.20% from January 1,
2017 to September 30, 2017 and 3.88% from October 1, 2017 to December 31, 2017 to compute 2017 pension expense. A decrease
in the discount rate of 25 basis points would result in a $173 million increase in our pension plan benefit obligation as of December 31,
2017 and net periodic pension expense recognized in 2017 under our mark-to-market accounting policy. Our expected long-term
rate of return on plan assets used to compute 2017 pension expense was 6.50%. A decrease in the expected long-term rate of
return of 25 basis points, from 6.50% to 6.25%, while holding all other assumptions constant, would result in an increase in our
2018 net periodic pension expense of approximately $8 million. See Note 21 to the accompanying consolidated financial statements
contained in “Part II. Item 8. Financial Statements and Supplementary Data” for additional discussion on these assumptions.
36
Results of Operations
The following table sets forth the consolidated statements of operations for the periods presented (dollars in millions, except per
share data):
Revenues
Costs and Expenses:
Operating costs and expenses (exclusive of items shown separately below)
Depreciation and amortization
Other operating expenses, net
Income from operations
Other Expenses:
Interest expense, net
Loss on extinguishment of debt
Gain (loss) on financial instruments, net
Other pension benefits
Other expense, net
Income (loss) before income taxes
Income tax benefit
Consolidated net income (loss)
Less: Net income attributable to noncontrolling interests
Net income (loss) attributable to Charter shareholders
EARNINGS (LOSS) PER COMMON SHARE ATTRIBUTABLE TO CHARTER
SHAREHOLDERS:
Basic
Diluted
Weighted average common shares outstanding, basic
Weighted average common shares outstanding, diluted
$
$
$
Year Ended December 31,
2017
2016
2015
$
41,581
$
29,003
$
9,754
26,541
10,588
346
37,475
4,106
(3,090)
(40)
69
1
(18)
(3,078)
1,028
9,087
10,115
(220)
18,655
6,907
985
26,547
2,456
(2,499)
(111)
89
899
(14)
6,426
2,125
89
8,640
1,114
(1,306)
(128)
(4)
—
(7)
(1,636)
(1,445)
820
2,925
3,745
(223)
(331)
60
(271)
—
(271)
9,895
$
3,522
$
38.55
34.09
$
$
17.05
15.94
$
$
(2.68)
(2.68)
256,720,715
206,539,100
101,152,647
296,703,956
234,791,439
101,152,647
Revenues. Total revenues grew $12.6 billion or 43.4% in the year ended December 31, 2017 as compared to 2016 and grew $19.2
billion or 197.3% in the year ended December 31, 2016 as compared to 2015. Revenue growth primarily reflects the Transactions
and increases in the number of residential Internet and commercial business customers, price adjustments as well as growth in
expanded basic video penetration offset by a decrease in limited basic video customers. The Transactions increased revenues for
the years ended 2017 and 2016 as compared to the corresponding prior periods by approximately $11.4 billion and $18.6 billion,
respectively. On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, total revenue growth was 3.9%
and 7.0% for the years ended December 31, 2017 and 2016 as compared to the corresponding prior periods.
37
Revenues by service offering were as follows (dollars in millions; all percentages are calculated using whole numbers. Minor
differences may exist due to rounding):
Video
Internet
Voice
Residential revenue
Small and medium business
Enterprise
Commercial revenue
Advertising sales
Other
Years ended December 31,
Years ended December 31,
Actual
Pro Forma
2017
2016
2015
2017 vs.
2016
Growth
2016 vs.
2015
Growth
2017
2016
2015
2017 vs.
2016
Growth
2016 vs.
2015
Growth
$ 16,641
$ 11,967
$ 4,587
39.1%
160.9% $ 16,641
$ 16,390
$ 16,029
1.5 %
2.3%
52.1%
208.7%
14,105
12,688
11,295
11.2 %
12.3%
26.8%
272.2%
2,542
2,905
2,842
(12.5)%
43.2%
185.9%
33,288
31,983
30,166
4.1 %
3,003
539
8,129
764
363
14,105
2,542
9,272
2005
33,288
23,244
3,686
2,210
5,896
1,510
887
2,480
1,429
3,909
1235
615
48.6%
224.7%
54.7%
293.0%
1,127
50.8%
246.7%
3,686
2,210
5,896
309
189
22.3%
300.3%
1,510
44.1%
225.0%
887
3,409
2,025
5,434
1,696
910
2.2%
6.0%
13.3%
11.4%
12.6%
3,009
1,818
4,827
8.1 %
9.1 %
8.5 %
1,524
(10.9)%
11.3%
877
(2.6)%
3.9 %
4.0%
7.0%
$ 41,581
$ 29,003
$ 9,754
43.4%
197.3% $ 41,581
$ 40,023
$ 37,394
Video revenues consist primarily of revenues from basic and digital video services provided to our residential customers, as well
as franchise fees, equipment and video installation revenue. Residential video customers decreased by 292,000 in 2017 and,
excluding the impacts of the Transactions, increased by 42,000 in 2016. The increases in video revenues are attributable to the
following (dollars in millions):
Bundle revenue allocation and price adjustments
Increase (decrease) in VOD and pay-per-view
Increase (decrease) in average basic video customers
TWC Transaction
Bright House Transaction
2017 compared
to 2016
2016 compared
to 2015
$
$
383
35
(179)
3,806
629
4,674
$
$
103
(22)
35
6,263
1,001
7,380
On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, residential video customers decreased by 226,000
in 2016 and the increases in video revenues is attributable to the following (dollars in millions):
Bundle revenue allocation and price adjustments
Increase (decrease) in VOD and pay-per-view
Decrease in average basic video customers
2017 compared
to 2016
2016 compared
to 2015
$
$
513
$
32
(294)
251
$
498
(69)
(68)
361
38
Residential Internet customers grew by 1,171,000 in 2017 and, excluding the impacts of the Transactions, grew by 461,000
customers in 2016. The increases in Internet revenues from our residential customers are attributable to the following (dollars in
millions):
Increase in average residential Internet customers
Price adjustments, bundle revenue allocation and service level changes
TWC Transaction
Bright House Transaction
2017 compared
to 2016
2016 compared
to 2015
$
$
599
395
3,268
571
4,833
$
$
284
62
5,063
860
6,269
On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, residential Internet customers increased by
1,463,000 in 2016 and the increases in Internet revenues is attributable to the following (dollars in millions):
Increase in average residential Internet customers
Price adjustments, bundle revenue allocation and service level changes
2017 compared
to 2016
2016 compared
to 2015
$
$
818
599
1,417
$
$
957
436
1,393
Residential voice customers grew by 100,000 in 2017 and, excluding the impacts of the Transactions, grew by 95,000 customers
in 2016. The increases in voice revenues from our residential customers is attributable to the following (dollars in millions):
Increase in average residential voice customers
Bundle revenue allocation and price adjustments
TWC Transaction
Bright House Transaction
2017 compared
to 2016
2016 compared
to 2015
$
$
27
(319)
707
122
537
$
$
28
(18)
1,247
209
1,466
On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, residential voice customers increased by 368,000
in 2016 and the increase in voice revenues is attributable to the following (dollars in millions):
Increase in average residential voice customers
Price adjustments and bundle revenue allocation
2017 compared
to 2016
2016 compared
to 2015
$
$
$
49
(412)
(363) $
229
(166)
63
39
Small and medium business PSUs increased by 326,000 in 2017 and, excluding the impacts of the Transactions, increased by
128,000 in 2016. The increases in small and medium business commercial revenues are attributable to the following (dollars in
millions):
Increase in small and medium business customers
Price adjustments related to SPP
TWC Transaction
Bright House Transaction
2017 compared
to 2016
2016 compared
to 2015
$
$
295
(118)
890
139
1,206
$
$
127
(38)
1,408
219
1,716
On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, small and medium business PSUs increased by
291,000 in 2016 and the increases in small and medium business commercial revenues is attributable to the following (dollars in
millions):
Increase in small and medium business customers
Price adjustments related to SPP
2017 compared
to 2016
2016 compared
to 2015
$
$
393
(116)
277
$
$
359
41
400
Enterprise PSUs increased by 17,000 in 2017 and, excluding the impacts of the Transactions, increased by 6,000 in 2016. On a
pro forma basis, assuming the Transactions occurred as of January 1, 2015, enterprise PSUs increased by 16,000 in 2016. The
Transactions increased enterprise commercial revenues for years ended 2017 and 2016 as compared to the corresponding prior
periods by approximately $655 million and $1.0 billion, respectively. On a pro forma basis, assuming the Transactions occurred
as of January 1, 2015, enterprise commercial revenues increased $185 million and $207 million during the years ended 2017 and
2016, respectively, as compared to the corresponding prior periods primarily due to growth in customers.
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 increased in 2017 and
2016 primarily due to the Transactions. The Transactions increased advertising sales revenues for the years ended 2017 and 2016
as compared to the corresponding prior periods by $425 million and $898 million, respectively. On a pro forma basis, assuming
the Transactions occurred as of January 1, 2015, advertising sales revenues decreased $186 million and increased $172 million
during the years ended 2017 and 2016, respectively, as compared to the corresponding prior periods primarily due to political
advertising.
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. The increase in
2017 and 2016 was primarily due to the Transactions. The Transactions increased other revenues for the years ended 2017 and
2016 as compared to the corresponding prior periods by $255 million and $429 million, respectively. On a pro forma basis,
assuming the Transactions occurred as of January 1, 2015, other revenues decreased $23 million and increased $33 million during
the years ended 2017 and 2016, respectively, as compared to the corresponding prior periods primarily due to a settlement incurred
in 2016 related to an early contract termination at Legacy TWC and Legacy Bright House.
40
Operating costs and expenses. The increases in our operating costs and expenses are attributable to the following (dollars in
millions):
Programming
Regulatory, connectivity and produced content
Costs to service customers
Marketing
Transition costs
Other
2017 compared
to 2016
2016 compared
to 2015
$
$
3,562
597
2,126
713
(32)
920
7,886
$
$
4,356
1,032
3,774
1,078
84
1,905
12,229
Programming costs were approximately $10.6 billion, $7.0 billion and $2.7 billion, representing 40%, 38% and 42% of operating
costs and expenses for each of the years ended December 31, 2017, 2016 and 2015, respectively. The increase in operating costs
and expenses for the years ended 2017 and 2016 as compared to the corresponding prior periods was primarily due to the
Transactions.
The increase in other expense is attributable to the following (dollars in millions):
Enterprise
Advertising sales expense
Corporate costs
Property tax and insurance
Stock compensation expense
Other
2017 compared
to 2016
2016 compared
to 2015
$
$
245
244
207
109
17
98
920
$
$
383
405
607
198
166
146
1,905
The increases in other expense for the years ended 2017 and 2016 as compared to the corresponding prior periods were primarily
due to the Transactions.
On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, increases 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):
Programming
Regulatory, connectivity and produced content
Costs to service customers
Marketing
Transition costs
Other
2017 compared
to 2016
2016 compared
to 2015
$
$
982
(29)
(144)
52
(32)
(142)
687
$
$
661
28
72
59
84
314
1,218
On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, programming costs were approximately $9.6
billion and $9.0 billion, representing 37% and 36% of total operating costs and expenses for the years ended December 31, 2016
and 2015, respectively.
41
Programming costs consist primarily of costs paid to programmers for basic, digital, premium, VOD, and pay-per-view
programming. The increase in programming costs on a pro forma basis, assuming the Transactions occurred as of January 1, 2015,
is primarily a result of contractual rate adjustments, including renewals and increases in amounts paid for retransmission consents,
higher expanded basic video package customers and higher pay-per-view events offset by synergies as a result of the Transactions.
We expect programming expenses 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 nor do we expect to be able to
do so in the future without a potential loss of customers.
Costs to service customers decreased $144 million during 2017 as compared to 2016, on a pro forma basis, assuming the Transactions
occurred as of January 1, 2015, primarily due to benefits from combining Legacy TWC and Legacy Bright House into Charter,
including lower employee benefit and maintenance costs, higher labor and material capitalization with increases in placement of
new customer equipment and improved productivity.
On a pro forma basis, assuming the Transactions occurred as of January 1, 2015, the change in other expense is attributable to the
following (dollars in millions):
Corporate costs
Stock compensation expense
Property, tax and insurance
Advertising sales expense
Enterprise
Other
2017 compared
to 2016
2016 compared
to 2015
$
$
(157) $
(34)
(21)
37
25
8
(142) $
114
49
—
100
42
9
314
Corporate costs and stock compensation expense decreased in 2017 as compared to 2016 primarily as a result of lower headcount
as a result of integration synergies.
The increase in corporate costs during 2016 as compared to 2015 relates primarily to increases in the number of employees including
increases in engineering and IT. The increase in advertising sales expense relates primarily to higher advertising sales revenue.
Stock compensation expense increased during 2016 as compared to 2015 primarily due to increases in headcount and the value
of equity issued.
Depreciation and amortization. Depreciation and amortization expense increased by $3.7 billion and $4.8 billion in 2017 and
2016 as compared to the corresponding prior periods primarily as a result of additional depreciation and amortization related to
the Transactions, inclusive of the incremental amounts as a result of the higher fair values recorded in acquisition accounting and,
in 2017, higher capital expenditures.
Other operating expenses, net. The changes in other operating expenses, net are attributable to the following (dollars in millions):
Merger and restructuring costs
Special charges, net
(Gain) loss on sale of assets, net
2017 compared
to 2016
2016 compared
to 2015
$
$
(619) $
(38)
18
(639) $
900
2
(6)
896
The changes in merger and restructuring costs is primarily due to approximately $262 million of contingent financing and advisory
transaction fees paid at the closing of the Transactions in 2016 as well as approximately $279 million and $611 million of employee
retention and employee termination costs incurred during 2017 and 2016, respectively. For more information, see Note 15 to the
accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.”
42
Interest expense, net. Net interest expense increased by $591 million in 2017 from 2016 and by $1.2 billion in 2016 from 2015.
The increase in 2017 as compared to 2016 is primarily due to an increase in weighted average debt outstanding of $11.7 billion
primarily as a result of the issuance of notes in 2017 for general corporate purposes including stock buybacks. Interest expense
associated with debt assumed from Legacy TWC also increased interest expense during the year ended December 31, 2017
compared to the corresponding period in 2016 by approximately $336 million. The increase in 2016 as compared to 2015 is
primarily due to an increase of $463 million of interest expense associated with the debt incurred to fund the Transactions and
$604 million associated with debt assumed from Legacy TWC.
Loss on extinguishment of debt. Loss on extinguishment of debt of $40 million, $111 million and $128 million for the years ended
December 31, 2017, 2016 and 2015 primarily represents losses recognized as a result of the repurchase of CCO Holdings notes
and amendments to Charter Operating's credit facilities. For more information, see Note 9 to the accompanying consolidated
financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.”
Gain (loss) on financial instruments, net. Gains and losses on financial instruments are recognized due to changes in the fair
value of our interest rate and 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 12 to the
accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary Data.”
Other pension benefits. Other pension benefits decreased by $898 million during 2017 compared to 2016 and increased $899
million during 2016 compared to 2015 primarily due to the pension curtailment gain of $675 million and remeasurement gain of
$195 million recognized in 2016 as opposed to remeasurement losses of $55 million recognized in 2017. For more information,
see Note 21 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and
Supplementary Data.”
Other expense, net. Other expense, net primarily represents equity losses on our equity-method investments. For more information,
see Note 7 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and
Supplementary Data.”
Income tax benefit. We recognized income tax benefit of $9.1 billion, $2.9 billion and $60 million for the years ended December 31,
2017, 2016 and 2015, respectively. The income tax benefit for the year ended December 31, 2017 was recognized primarily through
the enactment of Tax Reform which resulted in an income tax benefit of approximately $9.3 billion as well as by approximately
$88 million due to the recognition of excess tax benefits resulting from share based compensation as a component of the provision
for income taxes following the prospective application of accounting guidance related to employee-share based payments (see
Note 22 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and
Supplementary Data.”).
Income tax benefit for the year ended December 31, 2016 was the result of a reduction of substantially all of Legacy Charter's
preexisting valuation allowance associated with its deferred tax assets of approximately $3.3 billion as certain of the deferred tax
liabilities that were assumed in connection with the closing of the TWC Transaction will reverse and provide a source of future
taxable income.
The income tax benefit in 2015 was primarily due to the deemed liquidation of Charter Holdco solely for federal and state income
tax purposes, resulting in a $187 million deferred income tax benefit offset by income tax expense primarily through increases in
deferred tax liabilities. For more information, see Note 17 to the accompanying consolidated financial statements contained in
“Part II. Item 8. Financial Statements and Supplementary Data.”
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 of
approximately 10% and on the preferred dividend of $150 million and $93 million for the years ended December 31, 2017 and
2016, respectively. For more information, see Note 11 to the accompanying consolidated financial statements contained in “Part
II. Item 8. Financial Statements and Supplementary Data.”
Net income (loss) attributable to Charter shareholders. Net income attributable to Charter shareholders was $9.9 billion and $3.5
billion for the years ended December 31, 2017 and 2016, respectively, and net loss attributable to Charter shareholders was $271
million for the year ended December 31, 2015 primarily as a result of the factors described above. On a pro forma basis, assuming
the Transactions occurred as of January 1, 2015, net income attributable to Charter shareholders was $1.1 billion and $159 million
for the years ended December 31, 2016 and 2015, respectively.
43
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, consolidated net income (loss) 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 consolidated net income (loss) 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 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 fees
were in the amount of $1.1 billion, $930 million and $322 million for the years ended December 31, 2017, 2016 and 2015,
respectively.
Consolidated net income (loss)
Plus: Interest expense, net
Income tax benefit
Depreciation and amortization
Stock compensation expense
Loss on extinguishment of debt
(Gain) loss on financial instruments, net
Other pension benefits
Other, net
Adjusted EBITDA
Net cash flows from operating activities
Less: Purchases of property, plant and equipment
Change in accrued expenses related to capital expenditures
Free cash flow
2017
Years ended December 31,
2016
Actual
2015
$
$
$
$
10,115
3,090
(9,087)
10,588
261
40
(69)
(1)
364
15,301
11,954
(8,681)
820
4,093
$
$
$
$
3,745
2,499
(2,925)
6,907
244
111
(89)
(899)
999
10,592
8,041
(5,325)
603
3,319
$
$
$
$
(271)
1,306
(60)
2,125
78
128
4
—
96
3,406
2,359
(1,840)
28
547
44
Consolidated net income
Plus: Interest expense, net
Income tax expense
Depreciation and amortization
Stock compensation expense
Loss on extinguishment of debt
(Gain) loss on financial instruments, net
Other pension benefits
Other, net
Adjusted EBITDA
Liquidity and Capital Resources
Overview
$
$
Year Ended December 31,
2016
2015
$
Pro Forma
1,399
2,883
498
9,555
295
111
(89)
(915)
727
14,464
$
338
2,968
102
9,348
246
128
4
(73)
(57)
13,004
We have significant amounts of debt. The principal amount of our debt as of December 31, 2017 was $69.0 billion, consisting of
$9.5 billion of credit facility debt, $40.6 billion of investment grade senior secured notes and $18.9 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 launch our new 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 provide the handset or tablet
to customers pursuant to equipment installment plans. Free cash flow was $4.1 billion, $3.3 billion and $547 million for the years
ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017, the amount available under our credit facilities
was approximately $3.6 billion and cash on hand was approximately $621 million. We expect to utilize free cash flow, cash on
hand and availability under our credit facilities as well as future refinancing transactions to further extend the maturities of our
obligations. The timing and terms of any refinancing transactions will be subject to market conditions among other considerations.
Additionally, we may, from time to time, and depending on market conditions and other factors, use cash on hand and the proceeds
from securities offerings or other borrowings to retire our debt through open market purchases, privately negotiated purchases,
tender offers or redemption provisions. We believe we have sufficient liquidity from cash on hand, free cash flow and Charter
Operating’s revolving credit facility as well as access to the capital markets to fund our projected cash needs.
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. Our target
leverage remains at 4 to 4.5 times, and up to 3.5 times at the Charter Operating level. Our leverage ratio was 4.5 as of December 31,
2017. We may increase the total amount of our indebtedness to maintain leverage within our target leverage range. During the
years ended December 31, 2017 and 2016, we purchased approximately 33.4 million and 5.1 million shares, respectively, of Charter
Class A common stock for approximately $11.6 billion and $1.3 billion, respectively. As of December 31, 2017, Charter had
remaining board authority to purchase an additional $1.1 billion of Charter’s Class A common stock and/or Charter Holdings
common units. 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, clustering, 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.
In December 2016, Charter and A/N entered into a 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
45
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 once Charter or Charter Holdings have repurchased shares of Class A common stock or Charter Holdings common units
from A/N and its affiliates for an aggregate purchase price of $537 million, which threshold has been met. On December 21, 2017,
Charter and A/N entered into an amendment to the Letter Agreement resetting the aggregate purchase price to $400 million. Charter
Holdings purchased from A/N 4.8 million and 0.8 million Charter Holdings common units at an average price per unit of $347.03
and $289.83, or $1.7 billion and $218 million during the years ended December 31, 2017 and 2016, respectively.
Free Cash Flow
Free cash flow increased $774 million and $2.8 billion during the years ended December 31, 2017 and 2016 compared to the
corresponding prior periods, respectively, due to the following.
Increase in Adjusted EBITDA
Increase in capital expenditures
Changes in working capital, excluding change in accrued interest, net of effects from
acquisitions
Increase in cash paid for interest, net
(Increase) decrease in merger and restructuring costs
Other, net
2017 compared
to 2016
2016 compared
to 2015
$
$
$
4,709
(3,356)
(361)
(761)
420
123
774
$
7,186
(3,485)
1,387
(1,602)
(652)
(62)
2,772
Contractual Obligations
The following table summarizes our payment obligations as of December 31, 2017 under our long-term debt and certain other
contractual obligations and commitments (dollars in millions.)
Long-Term Debt Principal Payments (a)
Long-Term Debt Interest Payments (b)
Capital and Operating Lease Obligations (c)
Programming Minimum Commitments (d)
Other (e)
Payments by Period
$
Total
69,003
44,013
1,512
164
13,626
$ 128,318
Less than
1 year
2,207
3,762
286
103
1,917
8,275
$
$
1-3 years
7,164
6,850
434
61
1,870
16,379
$
$
$
3-5 years
6,864
6,315
297
—
1,152
$ 14,628
More than
5 years
$
$
52,768
27,086
495
—
8,687
89,036
(b)
(a) The table presents maturities of long-term debt outstanding as of December 31, 2017. Refer to Notes 9 and 20 to our
accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and Supplementary
Data” for a description of our long-term debt and other contractual obligations and commitments.
Interest payments on variable debt are estimated using amounts outstanding at December 31, 2017 and the average implied
forward London Interbank Offering Rate (“LIBOR”) rates applicable for the quarter during the interest rate reset based
on the yield curve in effect at December 31, 2017. Actual interest payments will differ based on actual LIBOR rates and
actual amounts outstanding for applicable periods.
(c) We lease certain facilities and equipment under noncancelable capital and operating leases. Capital lease obligations
represented $123 million of total capital and operating lease obligations as of December 31, 2017. Leases and rental
costs charged to expense for the years ended December 31, 2017, 2016 and 2015, were $321 million, $215 million and
$49 million, respectively.
(d) We pay programming fees under multi-year contracts typically based on a flat fee per customer, which may be fixed for
the term, or may in some cases escalate over the term. Programming costs included in the accompanying statement of
operations were approximately $10.6 billion, $7.0 billion and $2.7 billion, for the years ended December 31, 2017, 2016
and 2015, respectively. Certain of our programming agreements are based on a flat fee per month or have guaranteed
46
(e)
minimum payments. The table sets forth the aggregate guaranteed minimum commitments under our programming
contracts.
“Other” represents other guaranteed minimum commitments, including rights negotiated directly with content owners
for distribution on company-owned channels or networks, commitments related to our role as an advertising and
distribution sales agent for third party-owned channels or networks, commitments to our customer premise equipment
vendors and contractual obligations related to third-party network augmentation.
The following items are not included in the contractual obligations table because the obligations are not fixed and/or determinable
due to various factors discussed below. However, we incur these costs as part of our operations:
• We rent utility poles used in our operations. Generally, pole rentals are cancelable on short notice, but we anticipate that
such rentals will recur. Rent expense incurred for pole rental attachments for the years ended December 31, 2017, 2016
and 2015 was $167 million, $115 million and $53 million, respectively.
• We pay franchise fees under multi-year franchise agreements based on a percentage of revenues generated from video
service per year. We also pay other franchise related costs, such as public education grants, under multi-year agreements.
Franchise fees and other franchise-related costs included in the accompanying statement of operations were $705 million,
$534 million and $212 million for the years ended December 31, 2017, 2016 and 2015, respectively.
• We have $291 million in letters of credit, of which $137 million is secured under the Charter Operating credit facility,
primarily to our various casualty carriers as collateral for reimbursement of workers' compensation, auto liability and
general liability claims.
• Minimum pension funding requirements have not been presented in the table above as such amounts have not been
determined beyond 2017. We made no cash contributions to the qualified pension plans in 2017; however, we are permitted
to make discretionary cash contributions to the qualified pension plans in 2018. For the nonqualified pension plan, we
contributed $18 million during 2017 and will continue to make contributions in 2018 to the extent benefits are paid.
See "Part I. Item 1. Business — Transaction-Related Commitments" for a listing of commitments as a result of the Transactions.
Historical Operating, Investing, and Financing Activities
Cash and Cash Equivalents. We held $621 million and $1.5 billion in cash and cash equivalents as of December 31, 2017 and
2016, respectively.
Operating Activities. Net cash provided by operating activities increased $3.9 billion during the year ended December 31, 2017
compared to the year ended December 31, 2016, primarily due to an increase in Adjusted EBITDA of $4.7 billion offset by an
increase in cash paid for interest, net of $761 million as a result of the Transactions and long-term debt issued for general corporate
purposes including stock buybacks.
Net cash provided by operating activities increased $5.7 billion during the year ended December 31, 2016 compared to the year
ended December 31, 2015, primarily due to an increase in Adjusted EBITDA of $7.2 billion offset by an increase in cash paid for
interest, net of $1.6 billion primarily as a result of the Transactions.
Investing Activities. Net cash used in investing activities for the years ended December 31, 2017, 2016 and 2015, was $8.1 billion,
$11.3 billion and $17.0 billion, respectively. The changes in cash used were primarily due to the acquisition of Legacy TWC and
Legacy Bright House in 2016 as well as increases in capital expenditures as a result of the Transactions.
Financing Activities. Net cash used in financing activities increased $9.5 billion during the year ended December 31, 2017
compared to the year ended December 31, 2016 primarily due to increases in the purchase of treasury stock and noncontrolling
interest as well as a decrease in equity issued offset by an increase in borrowings of long-term debt exceeding repayments.
Net cash provided in financing activities decreased $9.9 billion during the year ended December 31, 2016 compared to the year
ended December 31, 2015 primarily due to a decrease in borrowings of long-term debt exceeding repayments as well as increases
in the purchase of treasury stock and noncontrolling interest offset by an increase in equity issued for the acquisition of Legacy
TWC and Legacy Bright House in 2016.
Capital Expenditures
We have significant ongoing capital expenditure requirements. Capital expenditures were $8.7 billion, $5.3 billion and $1.8 billion
for the years ended December 31, 2017, 2016 and 2015, respectively. The increase was driven by the Transactions. On a pro
forma basis, assuming the Transactions occurred as of January 1, 2015, the increase during 2017 as compared to 2016 was driven
47
by higher CPE purchases for SPP, our all-digital initiative and early inventory purchases to operationally stage 2018 activity,
higher support capital investments and line extensions. See the table below for more details.
The actual amount of our capital expenditures in 2018 will depend on a number of factors, including our all-digital transition in
the Legacy TWC and Legacy Bright House markets, 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 increased by $820 million, $603 million and $28 million for the
years ended December 31, 2017, 2016 and 2015, respectively.
The following tables present our major capital expenditures categories on an actual and pro forma basis, assuming the Transactions
occurred as of January 1, 2015, in accordance with National Cable and Telecommunications Association (“NCTA”) disclosure
guidelines for the years ended December 31, 2017, 2016 and 2015. The disclosure is intended to provide more consistency in the
reporting of capital expenditures among peer companies in the cable industry. These disclosure guidelines are not required
disclosures under GAAP, nor do they impact our accounting for capital expenditures under GAAP (dollars in millions):
2017
Year ended December 31,
2016
Actual
2015
Customer premise equipment (a)
Scalable infrastructure (b)
Line extensions (c)
Upgrade/rebuild (d)
Support capital (e)
Total capital expenditures
Capital expenditures included in total related to:
Commercial services
Transition (f)
Customer premise equipment (a)
Scalable infrastructure (b)
Line extensions (c)
Upgrade/rebuild (d)
Support capital (e)
Total capital expenditures
$
$
$
$
3,385
2,007
1,176
572
1,541
8,681
1,298
489
$
$
$
$
$
$
1,864
1,390
721
456
894
5,325
824
460
$
$
$
$
582
523
194
128
413
1,840
260
115
Year ended December 31,
2016
2015
$
Pro Forma
2,761
2,009
1,005
610
1,160
7,545
$
2,650
1,702
977
594
1,046
6,969
(a) Customer premise equipment includes costs incurred at the customer residence to secure new customers and revenue generating
units. It also includes 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).
(f) Transition represents incremental costs incurred to integrate the Legacy TWC and Legacy Bright House operations and to
bring the three companies’ systems and processes into a uniform operating structure.
48
Debt
As of December 31, 2017, the accreted value of our total debt was approximately $70.2 billion, as summarized below (dollars
in millions):
December 31, 2017
Principal
Amount
Accreted
Value (a)
Interest
Payment
Dates
Maturity
Date (b)
CCO Holdings, LLC:
5.250% senior notes due 2021
5.250% senior notes due 2022
5.125% senior notes due 2023
4.000% senior notes due 2023
5.125% senior notes due 2023
5.750% senior notes due 2023
5.750% senior notes due 2024
5.875% senior notes due 2024
5.375% senior notes due 2025
5.750% senior notes due 2026
5.500% senior notes due 2026
5.875% senior notes due 2027
5.125% senior notes due 2027
5.000% senior notes due 2028
Charter Communications Operating, LLC:
3.579% senior notes due 2020
4.464% senior notes due 2022
4.908% senior notes due 2025
3.750% senior notes due 2028
4.200% senior notes due 2028
6.384% senior notes due 2035
6.484% senior notes due 2045
5.375% senior notes due 2047
6.834% senior notes due 2055
Credit facilities
Time Warner Cable, LLC:
6.750% senior notes due 2018
8.750% senior notes due 2019
8.250% senior notes due 2019
5.000% senior notes due 2020
4.125% senior notes due 2021
4.000% senior notes due 2021
5.750% sterling senior notes due 2031 (c)
6.550% senior debentures due 2037
7.300% senior debentures due 2038
6.750% senior debentures due 2039
5.875% senior debentures due 2040
5.500% senior debentures due 2041
5.250% sterling senior notes due 2042 (d)
4.500% senior debentures due 2042
Time Warner Cable Enterprises LLC:
8.375% senior debentures due 2023
8.375% senior debentures due 2033
$
$
500
1,250
1,000
500
1,150
500
1,000
1,700
750
2,500
1,500
800
3,250
2,500
2,000
3,000
4,500
1,000
1,250
2,000
3,500
2,500
500
9,479
2,000
1,250
2,000
1,500
700
1,000
845
1,500
1,500
1,500
1,200
1,250
879
1,250
497
1,235
993
495
1,143
496
992
1,687
745
2,464
1,489
794
3,216
2,462
1,988
2,977
4,462
985
1,238
1,981
3,466
2,506
495
9,387
2,045
1,337
2,148
1,579
730
1,045
912
1,686
1,788
1,724
1,258
1,258
847
1,137
3/15 & 9/15
3/30 & 9/30
2/15 & 8/15
3/1 & 9/1
5/1 & 11/1
3/1 & 9/1
1/15 & 7/15
4/1 & 10/1
5/1 & 11/1
2/15 & 8/15
5/1 & 11/1
5/1 & 11/1
5/1 & 11/1
2/1 & 8/1
1/23 & 7/23
1/23 & 7/23
1/23 & 7/23
2/15 & 8/15
3/15 & 9/15
4/23 & 10/23
4/23 & 10/23
5/1 & 11/1
4/23 & 10/23
1/1 & 7/1
2/14 & 8/14
4/1 & 10/1
2/1 & 8/1
2/15 & 8/15
3/1 & 9/1
6/2
5/1 & 11/1
1/1 & 7/1
6/15 & 12/15
5/15 & 11/15
3/1 & 9/1
7/15
3/15 & 9/15
3/15/2021
9/30/2022
2/15/2023
3/1/2023
5/1/2023
9/1/2023
1/15/2024
4/1/2024
5/1/2025
2/15/2026
5/1/2026
5/1/2027
5/1/2027
2/1/2028
7/23/2020
7/23/2022
7/23/2025
2/15/2028
3/15/2028
10/23/2035
10/23/2045
5/1/2047
10/23/2055
Varies
7/1/2018
2/14/2019
4/1/2019
2/1/2020
2/15/2021
9/1/2021
6/2/2031
5/1/2037
7/1/2038
6/15/2039
11/15/2040
9/1/2041
7/15/2042
9/15/2042
1,000
1,000
69,003
$
1,232
1,312
70,231
$
3/15 & 9/15
7/15 & 1/15
3/15/2023
7/15/2033
49
(a) The accreted values presented in the table above represent the principal amount of the debt less the original issue discount
at the time of sale, deferred financing costs, and, in regards to the Legacy TWC debt assumed, 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 Sterling Notes, the principal amount of the debt and any premium or discount is remeasured
into US dollars as of each balance sheet date. We have availability under our credit facilities of approximately $3.6 billion
as of December 31, 2017.
In general, the obligors have the right to redeem all of the notes set forth in the above table in whole or in part at their
option, beginning at various times prior to their stated maturity dates, subject to certain conditions, upon the payment of
the outstanding principal amount (plus a specified redemption premium) and all accrued and unpaid interest.
(b)
(c) Principal amount includes £625 million valued at $845 million as of December 31, 2017 using the exchange rate as of
December 31, 2017.
(d) Principal amount includes £650 million valued at $879 million as of December 31, 2017 using the exchange rate as of
December 31, 2017.
See Note 9 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and
Supplementary Data” for further details regarding our outstanding debt and other financing arrangements, including certain
information about maturities, covenants and restrictions related to such debt and financing arrangements. The agreements and
instruments governing our debt and financing arrangements are complicated and you should consult such agreements and
instruments which are filed with the SEC for more detailed information.
At December 31, 2017, Charter Operating had a consolidated leverage ratio of approximately 3.0 to 1.0 and a consolidated first
lien leverage ratio of 2.9 to 1.0. Both ratios are in compliance with the ratios required by the Charter Operating credit facilities
of 5.0 to 1.0 consolidated leverage ratio and 4.0 to 1.0 consolidated first lien leverage ratio. A failure by Charter Operating to
maintain the financial covenants would result in an event of default under the Charter Operating credit facilities and the debt of
CCO Holdings. See “Part I. Item 1A. Risk Factors — The agreements and instruments governing our debt contain restrictions
and limitations that could significantly affect our ability to operate our business, as well as significantly affect our liquidity.”
Recently Issued Accounting Standards
See Note 22 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial Statements and
Supplementary Data” for a discussion of recently issued accounting standards.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
We use derivative instruments to manage interest rate risk on variable debt and 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 May
2016, we entered into a collateral holiday agreement for 80% of both the 2031 and 2042 cross-currency swaps, which eliminates
the requirement to post collateral for three years. The fair value of our cross-currency derivatives included in other long-term
liabilities on our consolidated balance sheets was $25 million and $251 million as of December 31, 2017 and 2016, respectively.
For more information, see Note 12 to the accompanying consolidated financial statements contained in “Part II. Item 8. Financial
Statements and Supplementary Data.”
As of December 31, 2017 and 2016, the weighted average interest rate on the credit facility debt was approximately 3.4% and
2.9%, respectively, and the weighted average interest rate on the senior notes was approximately 5.7% and 5.9%, respectively,
resulting in a blended weighted average interest rate of 5.4% and 5.4%, respectively. The interest rate on approximately 86% and
87% of the total principal amount of our debt was effectively fixed, including the effects of our interest rate swap agreements, as
of December 31, 2017 and 2016, respectively. All of our interest rate derivatives were expired as of December 31, 2017.
50
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 December 31, 2017 (dollars in millions):
2018
2019
2020
2021
2022
Thereafter
Total
Fair Value
Debt:
Fixed Rate
$ 2,000
$ 3,250
$ 3,500
$ 2,200
$ 4,250
Average Interest Rate
6.75%
8.44%
4.19%
4.32%
4.70%
Variable Rate
$
207
$
207
$
207
$
207
$
207
$
$
44,324
$59,524
5.70%
5.67%
8,444
$ 9,479
$
$
63,443
9,440
Average Interest Rate
3.60%
3.90%
3.98%
4.01%
4.05%
4.39%
4.34%
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 December 31, 2017 including applicable bank spread.
Item 8. Financial Statements and Supplementary Data.
Our consolidated financial statements, the related notes thereto, and the reports of independent accountants are included in this
annual report beginning on page F-1.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Conclusion Regarding the Effectiveness of Disclosure 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 the design and operation of
disclosure controls and procedures with respect to the information generated for use in this annual 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 above evaluation, we believe that our controls provide such reasonable assurances.
During the quarter ended December 31, 2017, 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.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in
Rule 13a-15(f) under the Exchange Act) for the Company. Our internal control system was designed to provide reasonable
assurance to our management and board of directors regarding the preparation and fair presentation of published financial
statements.
Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2017. In making
this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) in Internal Control — Integrated Framework (2013). Based on management’s assessment utilizing these criteria we
believe that, as of December 31, 2017, our internal control over financial reporting was effective.
51
Our independent auditors, KPMG LLP, have audited our internal control over financial reporting as stated in their report on page
F-2.
Item 9B. Other Information.
None.
52
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
The information required by Item 10 will be included in Charter’s 2018 Proxy Statement (the “Proxy Statement”) under the
headings “Election of Class A Directors,” “Section 16(a) Beneficial Ownership Reporting Requirements,” and “Code of Ethics,”
or in amendment to this Annual Report on Form 10-K and is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by Item 11 will be included in the Proxy Statement under the headings “Executive Compensation,”
“Election of Class A Directors – Director Compensation” and “Compensation Discussion and Analysis,” or in an amendment to
this Annual Report on Form 10-K and is incorporated herein by reference. Information contained in the Proxy Statement or an
amendment to this Annual Report on Form 10-K under the caption “Report of Compensation and Benefits Committee” is furnished
and not deemed filed with the SEC.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by Item 12 will be included in the Proxy Statement under the heading “Security Ownership of Certain
Beneficial Owners and Management” or in amendment to this Annual Report on Form 10-K and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by Item 13 will be included in the Proxy Statement under the heading “Certain Relationships and Related
Transactions” and “Election of Class A Directors” or in amendment to this Annual Report on Form 10-K and is incorporated herein
by reference.
Item 14. Principal Accounting Fees and Services.
The information required by Item 14 will be included in the Proxy Statement under the heading “Accounting Matters” or in
amendment to this Annual Report on Form 10-K and is incorporated herein by reference.
53
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) The following documents are filed as part of this annual report:
(1) Financial Statements.
A listing of the financial statements, notes and reports of independent public accountants required by "Part II. Item 8.
Financial Statements and Supplementary Data" begins on page F-1 of this annual report.
(2) Financial Statement Schedules.
No financial statement schedules are required to be filed by Items 8 and 15(c) because they are not required or are
not applicable, or the required information is set forth in the applicable financial statements or notes thereto.
(3) The index to the exhibits begins on page E-1 of this annual report.
54
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Charter Communications, Inc. has
duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
CHARTER COMMUNICATIONS, INC.,
Registrant
By:
/s/ Thomas M. Rutledge
Thomas M. Rutledge
Chairman and Chief Executive Officer
Date: February 2, 2018
S- 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard
R. Dykhouse and Kevin D. Howard, and each of them (with full power to each of them to act alone), his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign on his or her behalf individually and in each capacity stated below any and all amendments
(including post-effective amendments) to this annual report, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents and either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of Charter Communications, Inc. and in the capacities and on the dates indicated.
Signature
Title
/s/ Thomas M. Rutledge
Thomas M. Rutledge
/s/ Christopher L. Winfrey
Christopher L. Winfrey
/s/ Kevin D. Howard
Kevin D. Howard
/s/ Eric L. Zinterhofer
Eric L. Zinterhofer
/s/ W. Lance Conn
W. Lance Conn
/s/ Kim C. Goodman
Kim C. Goodman
/s/ Craig A. Jacobson
Craig A. Jacobson
/s/ Gregory Maffei
Gregory Maffei
/s/ John C. Malone
John C. Malone
/s/ John D. Markley, Jr.
John D. Markley, Jr.
/s/ David C. Merritt
David C. Merritt
/s/ Steven Miron
Steven Miron
/s/ Balan Nair
Balan Nair
/s/ Michael Newhouse
Michael Newhouse
/s/ Mauricio Ramos
Mauricio Ramos
Date
February 2, 2018
Chairman, Chief Executive Officer, Director
(Principal Executive Officer)
Chief Financial Officer (Principal Financial Officer)
February 2, 2018
Senior Vice President – Finance, Controller and Chief
Accounting Officer (Principal Accounting Officer)
February 2, 2018
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
S- 2
February 2, 2018
February 2, 2018
February 2, 2018
February 2, 2018
February 2, 2018
February 2, 2018
February 2, 2018
February 2, 2018
February 2, 2018
February 2, 2018
February 2, 2018
February 2, 2018
Exhibits are listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K.
Exhibit
Description
Exhibit Index
2.1
2.2
3.1
3.2
4.1(a)
4.1(b)
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
Agreement and Plan of Mergers, dated as of May 23, 2015, among Time Warner Cable Inc., Charter
Communications, Inc., CCH I, LLC, Nina Corporation I, Inc., Nina Company II, LLC and Nina Company III, LLC
(incorporated by reference to Exhibit 2.1 to the current report on Form 8-K filed by Charter Communications, Inc.
on May 29, 2015 (File No. 001-33664)).
Contribution Agreement, dated March 31, 2015, by and among Advance/Newhouse Partnership, A/NPC Holdings
LLC, Charter Communications, Inc., CCH I, LLC, and Charter Communications Holding Company, LLC
(incorporated by reference to Exhibit 2.1 to the current report on Form 8-K filed by Charter Communications, Inc.
on April 1, 2015 (File No. 001-33664)).
Amended and Restated Certificate of Incorporation of Charter Communications, Inc. (incorporated by reference
to Exhibit 3.1 to the current report on Form 8-K of Charter Communications, Inc. filed on May 19, 2016 (File No.
001-33664)).
By-laws of Charter Communications, Inc. as of May 18, 2016 (incorporated by reference to Exhibit 3.2 to the
current report on Form 8-K of Charter Communications, Inc. filed on May 19, 2016 (File No. 001-33664)).
Amended and Restated Stockholders Agreement, dated March 31, 2015, by and among Charter Communications,
Inc., Liberty Broadband Corporation and Advance/Newhouse Partnership (incorporated by reference to Exhibit
4.1 to the current report on Form 8-K filed by Charter Communications, Inc. on April 1, 2015 (File No. 001-33664)).
Second Amended and Restated Stockholders Agreement, dated May 23, 2015, by and among Charter
Communications, Inc., CCH I, LLC, Liberty Broadband Corporation and Advance/Newhouse Partnership
(incorporated by reference to Annex C to the registration statement on Form S-4 filed by CCH I, LLC on June 26,
2015 (File No. 333-205240)).
Indenture dated as of May 10, 2011, by and among CCO Holdings, LLC, and CCO Holdings Capital Corp., as
Issuers, Charter Communications, Inc., as Parent Guarantor, and The Bank of New York Mellon Trust Company,
N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K of Charter
Communications, Inc. filed on May 16, 2011 (File No. 001-33664)).
Third Supplemental Indenture dated as of January 26, 2012 by and among CCO Holdings, LLC, and CCO Holdings
Capital Corp., as Issuers, Charter Communications, Inc., as Parent Guarantor, and The Bank of New York Mellon
Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K of
Charter Communications, Inc. filed on February 1, 2012 (File No. 001-33664))
Fourth Supplemental Indenture dated August 22, 2012 relating to the 5.25% Senior Notes due 2022 by and among
CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee (incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q of Charter Communications,
Inc. filed on November 6, 2012 (File No. 001-33664)).
Fifth Supplemental Indenture dated December 17, 2012 relating to the 5.125% Senior Notes due 2023 by and
among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company,
N.A., as trustee (incorporated by reference to Exhibit 10.9 to the annual report on Form 10-K of Charter
Communications, Inc. filed February 22, 2013 (File No. 001-33664)).
Sixth Supplemental Indenture relating to the 5.25% senior notes due 2021, dated as of March 14, 2013, by and
among CCO Holdings, LLC, and CCO Holdings Capital Corp., as Issuers, Charter Communications, Inc., as Parent
Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to
Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed March 15, 2013 (File No.
001-33664)).
Seventh Supplemental Indenture relating to the 5.75% senior notes due 2023, dated as of March 14, 2013, by and
among CCO Holdings, LLC, and CCO Holdings Capital Corp., as Issuers, Charter Communications, Inc., as Parent
Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to
Exhibit 10.2 to the current report on Form 8-K of Charter Communications, Inc. filed March 15, 2013 (File No.
001-33664)).
Eighth Supplemental Indenture relating to the 5.75% senior notes due 2024, dated as of May 3, 2013, by and among
CCO Holdings, LLC and CCO Holdings Capital Corp., as Issuers, Charter Communications, Inc., as Parent
Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to
Exhibit 10.7 to the quarterly report on Form 10-Q of Charter Communications, Inc. filed on May 7, 2013 (File No.
001-33664)).
Indenture dated as of November 5, 2014, by and among CCO Holdings, LLC, CCO Holdings Capital Corp. and
CCOH Safari, LLC, as Issuers, Charter Communications, Inc., as Parent Guarantor, and The Bank of New York
Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the current report on Form
8-K of Charter Communications, Inc. filed on November 10, 2014 (File No. 001-33664)).
E- 1
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
Third Supplemental Indenture, dated as of April 21, 2015, among CCO Holdings, LLC, CCO Holdings Capital
Corp., Charter Communications, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as
trustee (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed by Charter Communications,
Inc. on April 22, 2015 (File No. 001-33664)).
Fourth Supplemental Indenture, dated as of April 21, 2015, among CCO Holdings, LLC, CCO Holdings Capital
Corp., Charter Communications, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as
trustee (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed by Charter Communications,
Inc. on April 22, 2015 (File No. 001-33664)).
Fifth Supplemental Indenture, dated as of April 21, 2015, among CCO Holdings, LLC, CCO Holdings Capital
Corp., Charter Communications, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as
trustee (incorporated by reference to Exhibit 4.3 to the current report on Form 8-K filed by Charter Communications,
Inc. on April 22, 2015 (File No. 001-33664)).
Exchange and Registration Rights Agreement, dated as of April 21, 2015 relating to the 5.125% Senior Notes due
2023, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and
Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as representatives of the several Purchasers (as defined therein) (incorporated
by reference to Exhibit 10.1 to the current report on Form 8-K filed by Charter Communications, Inc. on April 22,
2015 (File No. 001-33664)).
Exchange and Registration Rights Agreement relating to the 5.375% Senior Notes due 2025, dated as of April 21,
2015, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and
Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as representatives of the several Purchasers (as defined therein) (incorporated
by reference to Exhibit 10.2 to the current report on Form 8-K filed by Charter Communications, Inc. on April 22,
2015 (File No. 001-33664)).
Exchange and Registration Rights Agreement relating to the 5.875% Senior Notes due 2027, dated as of April 21,
2015, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and
Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as representatives of the several Purchasers (as defined therein) (incorporated
by reference to Exhibit 10.3 to the current report on Form 8-K filed by Charter Communications, Inc. on April 22,
2015 (File No. 001-33664)).
Indenture, dated as of July 23, 2015, among Charter Communications Operating, LLC, Charter Communications
Operating Capital Corp. and CCO Safari II, LLC, as issuers, and The Bank of New York Mellon Trust Company,
N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K
filed by Charter Communications, Inc. on July 27, 2015 (File No. 001-33664)).
First Supplemental Indenture, dated as of July 23, 2015, among CCO Safari II, LLC, as escrow issuer, CCH II,
LLC, as limited guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent
(incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed by Charter Communications, Inc.
on July 27, 2015 (File No. 001-33664)).
Exchange and Registration Rights Agreement, dated July 23, 2015 relating to the 3.579% Senior Secured Notes
due 2020, 4.464% Senior Secured Notes due 2022, 4.908% Senior Secured Notes due 2025, 6.384% Senior Secured
Notes due 2035, 6.484% Senior Secured Notes due 2045 and 6.834% Senior Secured Notes due 2055, between
CCO Safari II, LLC and Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Deutsche Bank Securities Inc. and UBS Securities LLC, as representatives of the several
Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed
by Charter Communications, Inc. on July 27, 2015 (File No. 001-33664)).
Indenture, dated as of November 20, 2015, among CCO Holdings, LLC, CCO Holdings Capital Corp. and CCOH
Safari, LLC, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by
reference to Exhibit 4.1 to the current report on Form 8-K filed by Charter Communications, Inc. on November
25, 2015 (File No. 001-33664)).
First Supplemental Indenture, dated as of November 20, 2015, between CCOH Safari, LLC, as escrow issuer, and
The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the
current report on Form 8-K filed by Charter Communications, Inc. on November 25, 2015 (File No. 001-33664)).
Exchange and Registration Rights Agreement, dated November 20, 2015 relating to the 5.750% Senior Notes due
2026, between CCOH Safari, LLC and Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Deutsche Bank Securities Inc., as representatives
of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the current report on
Form 8-K filed by Charter Communications, Inc. on November 25, 2015 (File No. 001-33664)).
Sixth Supplemental Indenture, dated as of February 19, 2016, among CCO Holdings, LLC, CCO Holdings Capital
Corp., Charter Communications, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as
trustee (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed by Charter Communications,
Inc. on February 22, 2016 (File No. 001-33664)).
E- 2
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
Exchange and Registration Rights Agreement, dated February 19, 2016, relating to the 5.875% Senior Notes due
2024, among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and
Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, UBS Securities LLC, Citigroup Global Markets Inc. and Wells Fargo Securities,
LLC, as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1
to the current report on Form 8-K filed by Charter Communications, Inc. on February 22, 2016 (File No.
001-33664)).
Seventh Supplemental Indenture, dated as of April 21, 2016, among CCO Holdings, LLC, CCO Holdings Capital
Corp., Charter Communications, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as
trustee (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed by Charter Communications,
Inc. on April 27, 2016 (File No. 001-33664)).
Exchange and Registration Rights Agreement, dated April 21, 2016, relating to the 5.500% Senior Notes due 2026,
among CCO Holdings, LLC, CCO Holdings Capital Corp., Charter Communications, Inc., as guarantor, and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC,
Deutsche Bank Securities Inc., Goldman, Sachs & Co., UBS Securities LLC and Wells Fargo Securities, LLC, as
representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the
current report on Form 8-K filed by Charter Communications, Inc. on April 27, 2016 (File No. 001-33664)).
Second Supplemental Indenture, dated as of May 18, 2016, by and among Charter Communications Operating,
LLC, Charter Communications Operating Capital Corp., CCO Safari II, LLC and The Bank of New York Mellon
Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the current report
on Form 8-K filed by Charter Communications, Inc. on May 24, 2016 (File No. 001-33664)).
Third Supplemental Indenture, dated as of May 18, 2016, by and among CCO Holdings, LLC, the subsidiary
guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent
(incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed by Charter Communications, Inc.
on May 24, 2016 (File No. 001-33664)).
Second Supplemental Indenture, dated as of May 18, 2016, by and among CCO Holdings, LLC, CCO Holdings
Capital Corp., CCOH Safari, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated
by reference to Exhibit 4.3 to the current report on Form 8-K filed by Charter Communications, Inc. on May 24,
2016 (File No. 001-33664)).
Third Supplemental Indenture, dated as of February 6, 2017, among CCO Holdings, LLC, CCO Holdings Capital
Corp., and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to
Exhibit 4.1 to the current report on Form 8-K filed by Charter Communications, Inc. on February 6, 2017 (File
No. 001-33664)).
Exchange and Registration Rights Agreement, dated February 6, 2017, relating to the 5.125% Senior Notes due
2027, among CCO Holdings, LLC, CCO Holdings Capital Corp., and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc.,
Goldman, Sachs & Co., UBS Securities LLC, and Wells Fargo Securities, LLC, as representatives of the several
Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed
by Charter Communications, Inc. on February 6, 2017 (File No. 001-33664)).
Exchange and Registration Rights Agreement, dated March 29, 2017, relating to the 5.125% Senior Notes due
2027, among CCO Holdings, LLC, CCO Holdings Capital Corp., and Deutsche Bank Securities Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC,
Goldman, Sachs & Co., UBS Securities LLC, and Wells Fargo Securities, LLC, as representatives of the several
Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed
by Charter Communications, Inc. on March 31, 2017 (File No. 001-33664)).
Fifth Supplemental Indenture, dated as of April 20, 2017, among Charter Communications Operating, LLC, Charter
Communications Operating Capital Corp., the guarantors party thereto and The Bank of New York Mellon Trust
Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.3 to the current report on
Form 8-K filed by Charter Communications, Inc. on April 26, 2017 (File No. 001-33664)).
Exchange and Registration Rights Agreement, dated April 20, 2017, relating to the 5.125% Senior Notes due 2027,
among CCO Holdings, LLC, CCO Holdings Capital Corp. and Citigroup Global Markets Inc., as a representative
of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the current report on
Form 8-K filed by Charter Communications, Inc. on April 26, 2017 (File No. 001-33664)).
Exchange and Registration Rights Agreement, dated April 20, 2017, relating to the 5.375% Senior Notes due 2047,
among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors
party thereto and Citigroup Global Markets Inc., as representative of the several Purchasers (as defined therein)
(incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed by Charter Communications,
Inc. on April 26, 2017 (File No. 001-33664)).
Sixth Supplemental Indenture, dated as of July 6, 2017, among Charter Communications Operating, LLC, Charter
Communications Operating Capital Corp., the guarantors party thereto and The Bank of New York Mellon Trust
Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.3 to the current report on
Form 8-K filed by Charter Communications, Inc. on July 12, 2017 (File No. 001-33664)).
E- 3
10.35
10.36
10.37
10.38
10.39
10.40
10.41
10.42
10.43
10.44
10.45
10.46
10.47
Exchange and Registration Rights Agreement, dated July 6, 2017, relating to the 3.750% Senior Notes due 2028,
among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors
party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Purchasers
(as defined therein) (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed by Charter
Communications, Inc. on July 12, 2017 (File No. 001-33664)).
Exchange and Registration Rights Agreement, dated July 6, 2017, relating to the 5.375% Senior Notes due 2047,
among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors
party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Purchasers
(as defined therein) (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed by Charter
Communications, Inc. on July 12, 2017 (File No. 001-33664)).
Fourth Supplemental Indenture, dated as of August 8, 2017, among CCO Holdings, LLC, CCO Holdings Capital
Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit
4.1 to the current report on Form 8-K filed by Charter Communications, Inc. on August 14, 2017 (File No.
001-33664)).
Exchange and Registration Rights Agreement, dated August 8, 2017, relating to the 5.000% Senior Notes due 2028,
among CCO Holdings, LLC, CCO Holdings Capital Corp. and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the
current report on Form 8-K filed by Charter Communications, Inc. on August 14, 2017 (File No. 001-33664)).
Seventh Supplemental Indenture, dated as of September 18, 2017, among Charter Communications Operating,
LLC, Charter Communications Operating Capital Corp., the guarantors party thereto and The Bank of New York
Mellon Trust Company, N.A., as trustee and collateral agent (incorporated by reference to Exhibit 4.3 to the current
report on Form 8-K filed by Charter Communications, Inc. on September 21, 2017 (File No. 001-33664)).
Exchange and Registration Rights Agreement, dated September 18, 2017, relating to the 4.200% Senior Secured
Notes due 2028, among Charter Communications Operating, LLC, Charter Communications Operating Capital
Corp., the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global
Markets Inc., as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit
10.1 to the current report on Form 8-K filed by Charter Communications, Inc. on September 21, 2017 (File No.
001-33664)).
Exchange and Registration Rights Agreement, dated September 18, 2017, relating to the 5.375% Senior Secured
Notes due 2047, among Charter Communications Operating, LLC, Charter Communications Operating Capital
Corp., the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global
Markets Inc., as representatives of the several Purchasers (as defined therein) (incorporated by reference to Exhibit
10.2 to the current report on Form 8-K filed by Charter Communications, Inc. on September 21, 2017 (File No.
001-33664)).
Fifth Supplemental Indenture, dated as of October 17, 2017, among CCO Holdings, LLC, CCO Holdings Capital
Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit
4.3 to the current report on Form 8-K filed by Charter Communications, Inc. on October 20, 2017 (File No.
001-33664)).
Exchange and Registration Rights Agreement, dated October 17, 2017, relating to the 5.000% Senior Notes due
2028, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit
10.1 to the current report on Form 8-K filed by Charter Communications, Inc. on October 20, 2017 (File No.
001-33664)).
Exchange and Registration Rights Agreement, dated October 17, 2017, relating to the 4.000% Senior Notes due
2023, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit
10.2 to the current report on Form 8-K filed by Charter Communications, Inc. on October 20, 2017 (File No.
001-33664)).
Eighth Supplemental Indenture, dated as of December 21, 2017, among Charter Communications Operating, LLC,
Charter Communications Operating Capital Corp., CCO Holdings, LLC, the subsidiary guarantor parties thereto
and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.5 to
the current report on Form S-3 filed by Charter Communications, Inc. on December 22, 2017 (File No. 333-222241)).
Indenture, dated as of April 30, 1992 (the “TWCE Indenture”), as amended by the First Supplemental Indenture,
dated as of June 30, 1992, among Time Warner Entertainment Company, L.P. (“TWE”), Time Warner Companies,
Inc. (“TWCI”), certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee
(incorporated herein by reference to Exhibits 10(g) and 10(h) to TWCI’s current report on Form 8-K dated June 26,
1992 and filed with the SEC on July 15, 1992 (File No. 1-8637)). (P)
Second Supplemental Indenture to the TWCE Indenture, dated as of December 9, 1992, among TWE, TWCI,
certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein
by reference to Exhibit 4.2 to Amendment No. 1 to TWE’s Registration Statement on Form S-4 dated and filed
with the SEC on October 25, 1993 (Registration No. 33-67688) (the “TWE October 25, 1993 Registration
Statement”)). (P)
E- 4
10.48
10.49
10.5
10.51
10.52
10.53
10.54
10.55
10.56
10.57
10.58
10.59
10.60
10.61
10.62
Third Supplemental Indenture to the TWCE Indenture, dated as of October 12, 1993, among TWE, TWCI, certain
of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by
reference to Exhibit 4.3 to the TWE October 25, 1993 Registration Statement). (P)
Fourth Supplemental Indenture to the TWCE Indenture, dated as of March 29, 1994, among TWE, TWCI, certain
of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by
reference to Exhibit 4.4 to TWE’s Annual Report on Form 10-K for the year ended December 31, 1993 and filed
with the SEC on March 30, 1994 (File No. 1-12878)). (P)
Fifth Supplemental Indenture to the TWCE Indenture, dated as of December 28, 1994, among TWE, TWCI, certain
of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by
reference to Exhibit 4.5 to TWE’s Annual Report on Form 10-K for the year ended December 31, 1994 and filed
with the SEC on March 30, 1995 (File No. 1-12878)). (P)
Sixth Supplemental Indenture to the TWCE Indenture, dated as of September 29, 1997, among TWE, TWCI, certain
of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein by
reference to Exhibit 4.7 to Historic TW Inc.’s (“Historic TW”) Annual Report on Form 10-K for the year ended
December 31, 1997 and filed with the SEC on March 25, 1998 (File No. 1-12259) (the “Time Warner 1997 Form
10-K”)).
Seventh Supplemental Indenture to the TWCE Indenture, dated as of December 29, 1997, among TWE, TWCI,
certain of TWCI’s subsidiaries that are parties thereto and The Bank of New York, as Trustee (incorporated herein
by reference to Exhibit 4.8 to the Time Warner 1997 Form 10-K).
Eighth Supplemental Indenture to the TWCE Indenture, dated as of December 9, 2003, among Historic TW, TWE,
Warner Communications Inc. (“WCI”), American Television and Communications Corporation (“ATC”), TWC
and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.10 to Time Warner Inc.’s
(“Time Warner”) Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-15062)).
Ninth Supplemental Indenture to the TWCE Indenture, dated as of November 1, 2004, among Historic TW, TWE,
Time Warner NY Cable Inc., WCI, ATC, TWC and The Bank of New York, as Trustee (incorporated herein by
reference to Exhibit 4.1 to Time Warner’s Quarterly Report on Form 10-Q for the quarter ended September 30,
2004 (File No. 1-15062)).
Tenth Supplemental Indenture to the TWCE Indenture, dated as of October 18, 2006, among Historic TW, TWE,
TW NY Cable Holding Inc. (“TW NY”), Time Warner NY Cable LLC (“TW NY Cable”), TWC, WCI, ATC and
The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.1 to Time Warner’s current report
on Form 8-K dated and filed October 18, 2006 (File No. 1-15062)).
Eleventh Supplemental Indenture to the TWCE Indenture, dated as of November 2, 2006, among TWE, TW NY,
TWC and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 99.1 to Time Warner’s
current report on Form 8-K dated and filed November 2, 2006 (File No. 1-15062)).
Twelfth Supplemental Indenture to the TWCE Indenture, dated as of September 30, 2012, among Time Warner
Cable Enterprises LLC (“TWCE”), TWC, TW NY, Time Warner Cable Internet Holdings II LLC (“TWC Internet
Holdings II”) and The Bank of New York Mellon, as trustee, supplementing the Indenture dated April 30, 1992,
as amended (incorporated herein by reference to Exhibit 4.2 to TWC’s current report on Form 8-K dated
September 30, 2012 and filed with the SEC on October 1, 2012 (File No. 1-33335) (the “TWC September 30, 2012
Form 8-K”)).
Thirteenth Supplemental Indenture, dated as of May 18, 2016, by and among Time Warner Cable Enterprises LLC,
the guarantors party thereto and The Bank of New York Mellon (formerly known as The Bank of New York), as
trustee (incorporated by reference to Exhibit 4.4 to the current report on Form 8-K filed by Charter Communications,
Inc. on May 24, 2016 (File No. 001-33664)).
Indenture, dated as of April 9, 2007 (the “TWC Indenture”), among TWC, TW NY, TWE and The Bank of New
York, as trustee (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on Form 8-K dated April
4, 2007 and filed with the SEC on April 9, 2007 (File No. 1-33335) (the “TWC April 4, 2007 Form 8-K”)).
First Supplemental Indenture to the TWC Indenture, dated as of April 9, 2007, among TWC, TW NY, TWE and
The Bank of New York, as trustee (incorporated herein by reference to Exhibit 4.2 to the TWC April 4, 2007 Form 8-
K).
Second Supplemental Indenture to the TWC Indenture, dated as of September 30, 2012, among TWC, TW NY,
TWCE, TWC Internet Holdings II and The Bank of New York Mellon, as trustee, supplementing the Indenture
dated April 9, 2007, as amended (incorporated herein by reference to Exhibit 4.1 to the TWC September 30, 2012
Form 8-K).
Third Supplemental Indenture, dated as of May 18, 2016, by and among Time Warner Cable Inc., TWC NewCo
LLC and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated by
reference to Exhibit 4.5 to the current report on Form 8-K filed by Charter Communications, Inc. on May 24, 2016
(File No. 001-33664)).
E- 5
10.63
10.64
10.65
10.66
10.67
10.68
10.69
10.70
10.71
10.72
10.73
10.74
10.75
10.76
10.77
10.78
10.79
10.80
10.81
10.82
10.83
10.84(a)
Fourth Supplemental Indenture, dated as of May 18, 2016, by and among TWC NewCo LLC, the guarantors party
thereto and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated
by reference to Exhibit 4.6 to the current report on Form 8-K filed by Charter Communications, Inc. on May 24,
2016 (File No. 001-33664)).
Form of TWC 5.85% Exchange Notes due 2017 (included as Exhibit B to the First Supplemental Indenture
incorporated herein by reference to Exhibit 4.2 to the TWC April 4, 2007 Form 8-K).
Form of TWC 6.55% Exchange Debentures due 2037 (included as Exhibit C to the First Supplemental Indenture
incorporated herein by reference to Exhibit 4.2 to the TWC April 4, 2007 Form 8-K).
Form of TWC 6.75% Notes due 2018 (incorporated herein by reference to Exhibit 4.2 to TWC’s current report on
Form 8-K dated June 16, 2008 and filed with the SEC on June 19, 2008 (File No. 1-33335) (the “TWC June 16,
2008 Form 8-K”)).
Form of TWC 7.30% Debentures due 2038 (incorporated herein by reference to Exhibit 4.3 to the TWC June 16,
2008 Form 8-K).
Form of TWC 8.75% Notes due 2019 (incorporated herein by reference to Exhibit 4.2 to TWC’s current report on
Form 8-K dated November 13, 2008 and filed with the SEC on November 18, 2008) (File No. 1-33335).
Form of TWC 8.25% Notes due 2019 (incorporated herein by reference to Exhibit 4.2 to TWC’s current report on
Form 8-K dated March 23, 2009 and filed with the SEC on March 26, 2009 (File No. 1-33335)).
Form of TWC 6.75% Debentures due 2039 (incorporated herein by reference to Exhibit 4.1 to TWC’s current
report on Form 8-K dated June 24, 2009 and filed with the SEC on June 29, 2009 (File No. 1-33335)).
Form of TWC 3.5% Notes due 2015 (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on
Form 8-K dated December 8, 2009 and filed with the SEC on December 11, 2009 (File No. 1-33335 (the “TWC
December 8,2009 Form 8-K”)).
Form of TWC 5.0% Notes due 2020 (incorporated herein by reference to Exhibit 4.2 to the TWC December 8,
2009 Form 8-K).
Form of TWC 4.125% Notes due 2021 (incorporated herein by reference to Exhibit 4.1 to TWC’s current report
on Form 8-K dated November 9, 2010 and filed with the SEC on November 15, 2010 (File No. 1-33335) (the
“TWC November 9, 2010 Form 8-K”)).
Form of TWC 5.875% Debentures due 2040 (incorporated herein by reference to Exhibit 4.2 to the TWC
November 9, 2010 Form 8-K).
Form of TWC 5.75% Note due 2031 (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on
Form 8-K dated and filed with the SEC on May 26, 2011 (File No. 1-33335)).
Form of TWC 4% Note due 2021 (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on Form
8-K dated September 7, 2011 and filed with the SEC on September 12, 2011 (File No. 1-33335) (the “TWC
September 7, 2011 Form 8-K”)).
Form of TWC 5.5% Debenture due 2041 (incorporated herein by reference to Exhibit 4.2 to the TWC September
7, 2011 Form 8-K).
Form of TWC 4.5% Debenture due 2042 (incorporated herein by reference to Exhibit 4.1 to TWC’s current report
on Form 8-K dated August 7, 2012 and filed with the SEC on August 10, 2012 (File No. 1-33335)).
Form of TWC 5.25% Note due 2042 (incorporated herein by reference to Exhibit 4.1 to TWC’s current report on
Form 8-K dated and filed with the SEC on June 27, 2012 (File No. 1-33335)).
Form of 5.500% Senior Notes due 2026 (incorporated herein by reference to Exhibit 10.1 to the current report on
Form 8-K of Charter Communications, Inc. filed April 27, 2016).
Amendment No. 5, dated as of August 24, 2015, to the Amended and Restated Credit Agreement dated as of April
11, 2012 between Charter Communications Operating, LLC, as borrower, CCO Holdings, LLC, as guarantor, and
Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the current report on
Form 8-K of Charter Communications, Inc. filed on August 28, 2015 (File No. 001-33664)).
Incremental Activation Notice, dated as of August 24, 2015 delivered by Charter Communications Operating, LLC,
CCO Holdings, LLC, the subsidiary guarantors party thereto, each Term H Lender party thereto to, each Term I
Lender party thereto and Bank of America, N.A., as Administrative Agent under the Amended and Restated Credit
Agreement, dated as of April 11, 2012 (incorporated by reference to Exhibit 10.1 to the current report on Form 8-
K of Charter Communications, Inc. filed on August 28, 2015 (File No. 001-33664)).
Escrow Credit Agreement, dated as of August 24, 2015, between CCO Safari III, LLC, as borrower, and Bank of
America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.3 to
the current report on Form 8-K of Charter Communications, Inc. filed on August 28, 2015 (File No. 001-33664)).
Restatement Agreement dated as of May 18, 2016, by and among Charter Communications Operating, LLC, CCO
Holdings, LLC, the subsidiary guarantors party thereto, Bank of America, N.A., as administrative agent and the
lenders party thereto (incorporated by reference to Exhibit 10.5 to the current report on Form 8-K of Charter
Communications, Inc. filed on May 24, 2016 (File No. 001-33664)).
E- 6
10.84(b)
10.84(c)
10.84(d)
10.85
10.86
10.87
10.88
10.89
10.90
10.91
10.92
10.93
10.94
10.95
10.96+
10.97+
Amendment No. 1 dated as of December 23, 2016, to the Amended and Restated Credit Agreement dated as of
March 18, 1999, as amended and restated on May 18, 2016, by and among Chart Communications Operating, LLC,
CCO Holdings, LLC, the Lenders Party thereto and Bank of America, N.A., as Administrative Agent (incorporated
by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed on December
30, 2016 (File No. 001-33664)).
Restatement Agreement dated as of December 21, 2017 to the Amended and Restated Credit Agreement dated as
of March 18, 1999, as amended and restated on May 18, 2016, as amended by Amendment No. 1, dated as of
December 23, 2016 and as further amended by that certain Incremental Activation Notice No. 1, dated as of
January 19, 2017, by and among Charter Communications Operating, LLC, CCO Holdings, LLC, the Lenders
Party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to
the current report on Form 8-K of Charter Communications, Inc. filed on December 28, 2017 (File No. 001-33664)).
Incremental Activation Notice, dated as of May 18, 2016, by and among Charter Communications Operating, LLC,
CCO Holdings, LLC, the subsidiary guarantors party thereto, Bank of America, N.A., as administrative agent and
the lenders party thereto (incorporated by reference to Exhibit 10.4 to the current report on Form 8-K of Charter
Communications, Inc. filed on May 24, 2016 (File No. 001-33664)).
Amended and Restated Guarantee and Collateral Agreement made by CCO Holdings, LLC, Charter
Communications Operating, LLC and certain of its subsidiaries in favor of Bank of America, N.A., as administrative
agent, as amended and restated as of March 31, 2010 (incorporated by reference to Exhibit 10.2 to the current
report on Form 8-K of Charter Communications, Inc. filed on April 6, 2010 (File No. 001-33664)).
Collateral Agreement, dated as of May 18, 2016, by Charter Communications Operating, LLC, Charter
Communications Operating Capital Corp. and the other grantors party thereto in favor of The Bank of New York
Mellon Trust Company, N.A., as collateral agent (incorporated by reference to Exhibit 10.6 to the current report
on Form 8-K of Charter Communications, Inc. filed on May 24, 2016 (File No. 001-33664)).
First Lien Intercreditor Agreement, dated as of May 18, 2016, by and among Charter Communications Operating,
LLC, the other grantors party thereto, Bank of America, N.A., as credit agreement collateral agent for the credit
agreement secured parties, The Bank of New York Mellon Trust Company, N.A., as notes collateral agent for the
indenture secured parties, and each additional agent from time to time party thereto (incorporated by reference to
Exhibit 10.7 to the current report on Form 8-K of Charter Communications, Inc. filed on May 24, 2016 (File No.
001-33664)).
Joinder Agreement to Registration Rights Agreement, dated as of May 18, 2016, by and among CCO Safari II,
LLC, CCH II, LLC, Charter Communications Operating, LLC, Charter Communications Operating Capital Corp.,
CCO Holdings, LLC and the other guarantors party thereto (incorporated herein by reference to Exhibit 10.1 to
the current report on Form 8-K of Charter Communications, Inc. filed May 24, 2016).
Joinder Agreement to Registration Rights Agreement, dated as of May 18, 2016, by CCO Holdings, LLC and CCO
Holdings Capital Corp (incorporated herein by reference to Exhibit 10.2 to the current report on Form 8-K of
Charter Communications, Inc. filed May 24, 2016).
Escrow Assumption Agreement, dated as of May 18, 2016, by and among CCO Safari III, LLC, Charter
Communications Operating, LLC, Bank of America, N.A., as escrow administrative agent and Bank of America,
N.A., as administrative agent (incorporated herein by reference to Exhibit 10.3 to the current report on Form 8-K
of Charter Communications, Inc. filed May 24, 2016).
Amended and Restated Limited Liability Company Agreement of Charter Communications Holdings, LLC, dated
as of May 18, 2016, by and among Charter Holdings, Charter, CCH II, LLC, Advance/Newhouse Partnership and
the other party or parties thereto (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of
Charter Communications, Inc. filed on May 19, 2016 (File No. 001-33664)).
Exchange Agreement, dated as of May 18, 2016, by and among Charter Holdings, Charter, Advance/Newhouse
Partnership and the other party or parties thereto (incorporated by reference to Exhibit 10.2 to the current report
on Form 8-K of Charter Communications, Inc. filed on May 19, 2016 (File No. 001-33664)).
Registration Rights Agreement, dated as of May 18, 2016, by and among Charter, Advance/Newhouse Partnership
and Liberty Broadband (incorporated by reference to Exhibit 10.3 to the current report on Form 8-K of Charter
Communications, Inc. filed on May 19, 2016 (File No. 001-33664)).
Tax Receivables Agreement, dated as of May 18, 2016, by and among Charter, Advance/Newhouse Partnership
and the other party or parties thereto (incorporated by reference to Exhibit 10.4 to the current report on Form 8-K
of Charter Communications, Inc. filed on May 19, 2016 (File No. 001-33664)).
Wireless Operational Cooperation Agreement dated as of May 5, 2017 between Charter Communications, Inc. and
Comcast Corporation (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed by Charter
Communications, Inc. on May 8, 2017 (File No. 001-33664)).
Charter Communications, Inc. Executive Bonus Plan (incorporated by reference to Exhibit 10.1 to the Quarterly
Report on Form 10-Q of Charter Communications, Inc. filed on May 8, 2012 (File No. 001-33664)).
Charter Communications, Inc. 2016 Executive Incentive Performance Plan (incorporated by reference to Appendix
A to the proxy statement for the Charter Communications, Inc. 2016 Annual Meeting of Stockholders filed March
17, 2016 (File No. 001-33664)).
E- 7
10.98+
10.99+
10.100+
10.101+
10.102+
10.103+
10.104+
10.105+
10.106+
10.107+
10.108+
Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to
Exhibit 10.6 to the Current Report on Form 8-K of Charter Communications, Inc. filed on May 19, 2016 (File No.
001-33664)).
Amendment to the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan, dated as of
October 25, 2016 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Charter
Communications, Inc. filed on October 28, 2016 (File No. 001-33664)).
Charter Communications, Inc.’s Amended and Restated Supplemental Deferred Compensation Plan, dated as of
September 1, 2011(incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed by Charter
Communications, Inc. on September 2, 2011 (File No. 001-33664)).
Form of Non-Qualified Time Vesting Stock Option Agreement dated April 26, 2011(incorporated by reference to
Exhibit 10.3 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 2, 2011 (File
No. 001-33664)).
Form of Non-Qualified Price Vesting Stock Option Agreement dated April 26, 2011(incorporated by reference to
Exhibit 10.2 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 2, 2011 (File
No. 001-33664)).
Form of Notice of LTIP Award Agreement Changes (RSU Awards) (incorporated by reference to Exhibit 10.3 to
the current report on Form 8-K filed by Charter Communications, inc. on January 22, 2014 (File No. 001-33664)).
Form of Notice of LTIP Award Agreement Changes (Time-Vesting Option Awards) (incorporated by reference to
Exhibit 10.4 to the current report on Form 8-K filed by Charter Communications, Inc. on January 22, 2014 (File
No. 001-33664)).
Form of Notice of LTIP Award Agreement Changes (Restricted Stock Awards) (incorporated by reference to Exhibit
10.5 to the current report on Form 8-K filed by Charter Communications, inc. on January 22, 2014 (File No.
001-33664)).
Form of Notice of LTIP Award Agreement Changes (Performance-Vesting Option Awards) (incorporated by
reference to Exhibit 10.6 to the current report on Form 8-K filed by Charter Communications, Inc. on January 22,
2014 (File No. 001-33664)).
Form of Stock Option Agreement dated January 15, 2014 (incorporated by reference to Exhibit 10.1 to the current
report on Form 8-K filed by Charter Communications, Inc. on January 22, 2014 (File No. 001-33664)).
Form of Restricted Stock Unit Agreement dated January 15, 2014 (incorporated by reference to Exhibit 10.2 to the
current report on Form 8-K filed by Charter Communications, Inc. on January 22, 2014 (File No. 001-33664)).
10.109(a)+ Employment Agreement between Thomas Rutledge and Charter Communications, Inc., dated as of May 17, 2016
(incorporated by reference to Exhibit 10.5 to the current report on Form 8-K of Charter Communications, Inc. filed
on May 19, 2016 (File No. 001-33664)).
10.109(c)+
10.109(b)+ Time-Vesting Stock Option Agreement dated as of December 19, 2011 by and between Charter Communications,
Inc. and Thomas M. Rutledge (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed
by Charter Communications, Inc. on December 19, 2011 (File No. 001-33664)).
Performance-Vesting Stock Option Agreement dated as of December 19, 2011 by and between Charter
Communications, Inc. and Thomas M. Rutledge (incorporated by reference to Exhibit 10.4 to the current report
on Form 8-K filed by Charter Communications, Inc. on December 19, 2011 (File No. 001-33664)).
10.110(a)+ Employment Agreement dated effective as of November 2, 2016 by and between Charter Communications, Inc.
and John Bickham (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Charter
Communications, Inc. filed on November 3, 2016 (File No. 001-33664)).
10.110(b)+ Time-Vesting Stock Option Agreement dated as of April 30, 2012 by and between Charter Communications, Inc.
and John Bickham (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed by Charter
Communications, Inc. on May 1, 2012 (File No. 001-33664)).
10.110(c)+
Performance-Vesting Stock Option Agreement dated as of April 30, 2012 by and between Charter Communications,
Inc. and John Bickham (incorporated by reference to Exhibit 10.4 to the current report on Form 8-K filed by Charter
Communications, Inc. on May 1, 2012 (File No. 001-33664)).
10.111+
10.112+
10.113+
10.114+
Form of First Amended and Restated Indemnification Agreement (incorporated by reference to Exhibit 10.3 to the
quarterly report on Form 10-Q of Charter Communications, Inc. filed on August 6, 2013 (File No. 001-33664)).
Amendment to the Employment Agreement, dated as of February 11, 2016, by and between Charter
Communications, Inc. and Thomas Rutledge (incorporated by reference to Exhibit 10.1 to the current report on
Form 8-K filed by Charter Communications, Inc. on February 12, 2016 (File No. 001-33664)).
Time Warner Cable Inc. 2006 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.45 to TWC’s
current report on Form 8-K dated February 13, 2007 and filed with the SEC on February 13, 2007).
Time Warner Cable Inc. 2006 Stock Incentive Plan, as amended, effective March 12, 2009 (incorporated herein
by reference to Exhibit 10.1 to TWC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
E- 8
10.115+
10.116+
10.117+
10.118+
10.119+
10.120+
10.121+
10.122
10.123
12.1*
21.1*
23.1*
31.1*
31.2*
32.1*
32.2*
101
Time Warner Cable Inc. 2011 Stock Incentive Plan (incorporated herein by reference to Annex A to TWC’s definitive
Proxy Statement dated April 6, 2011 and filed with the SEC on April 6, 2011).
Form of Amendment to Nonqualified Stock Option Agreements Granted Under the Charter Communications, Inc.
Amended and Restated 2009 Stock Incentive Plan, dated as of October 25, 2016 (incorporated by reference to
Exhibit 10.2 to the Current Report on Form 8-K of Charter Communications, Inc. filed on October 28, 2016 (File
No. 001-33664)).
Employment Agreement dated effective as of November 2, 2016 by and between Charter Communications, Inc.
and Christopher L. Winfrey (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of
Charter Communications, Inc. filed on November 3, 2016 (File No. 001-33664)).
Employment Agreement dated effective as of November 2, 2016 by and between Charter Communications, Inc.
and Jonathan Hargis (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Charter
Communications, Inc. filed on November 3, 2016 (File No. 001-33664)).
Employment Agreement dated as of November 10, 2016 by and between Charter Communications, Inc. and David
Ellen (incorporated by reference to Exhibit 10.101 to the Annual Report on Form 10-K of Charter Communications,
Inc. filed on February 16, 2017 (File No. 001-33664)).
Form of Performance-Vesting Stock Option Agreement granted to certain executive officers in 2016 under the
Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to
Exhibit 10.102 to the Annual Report on Form 10-K of Charter Communications, Inc. filed on February 16, 2017
(File No. 001-33664)).
Form of Performance-Vesting Restricted Stock Unit Agreement granted to certain executive officers in 2016 under
the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan (incorporated by reference
to Exhibit 10.103 to the Annual Report on Form 10-K of Charter Communications, Inc. filed on February 16, 2017
(File No. 001-33664)).
Letter Agreement, dated as of December 23, 2016, between Charter Communications, Inc. and Advance/Newhouse
Partnership (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Charter
Communications, Inc. filed on December 28, 2016 (File No. 001-33664)).
Amendment to Letter Agreement, dated as of December 21, 2017, between Charter Communications, Inc. and
Advance/Newhouse Partnership (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of
Charter Communications, Inc. filed on December 22, 2017 (File No. 001-33664)).
Computation of Ratio of Earnings to Fixed Charges.
Subsidiaries of Charter Communications, Inc.
Consent of KPMG LLP.
Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange
Act of 1934.
Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange
Act of 1934.
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (Chief Executive Officer).
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (Chief Financial Officer).
The following financial information from the Annual Report of Charter Communications, Inc. on Form 10-K for
the year ended December 31, 2017, filed with the SEC on February 2, 2018, formatted in eXtensible Business
Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii)
Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Changes in
Shareholders’ Equity (Deficit), (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial
Statements.
_____________
*
+
Filed herewith.
Management compensatory plan or arrangement
E- 9
(This page intentionally left blank.)
INDEX TO FINANCIAL STATEMENTS
Audited Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2017 and 2016
Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Years Ended December 31, 2017, 2016
and 2015
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015
Notes to Consolidated Financial Statements
Page
F- 2
F- 4
F- 5
F- 6
F- 7
F- 8
F- 9
F- 1
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Charter Communications, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Charter Communications, Inc. and subsidiaries (the “Company”)
as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income (loss), changes in
shareholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2017, and the
related notes (collectively, the “consolidated financial statements”). We also have audited the Company’s internal control over
financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the
three-year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles. Also in our opinion,
the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,
based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
Basis for Opinion
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control
over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion
on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether
due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits
also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
F- 2
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
(signed) KPMG LLP
We have served as the Company’s auditor since 2002.
St. Louis, Missouri
February 1, 2018
F- 3
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in millions, except share data)
CURRENT ASSETS:
Cash and cash equivalents
Accounts receivable, less allowance for doubtful accounts of
ASSETS
$113 and $124, respectively
Prepaid expenses and other current assets
Total current assets
INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net of accumulated
depreciation of $18,077 and $11,103, respectively
Customer relationships, net
Franchises
Goodwill
Total investment in cable properties, net
OTHER NONCURRENT ASSETS
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities
Current portion of long-term debt
Total current liabilities
LONG-TERM DEBT
DEFERRED INCOME TAXES
OTHER LONG-TERM LIABILITIES
SHAREHOLDERS’ EQUITY:
Class A common stock; $.001 par value; 900 million shares authorized;
238,506,059 and 268,897,792 shares issued and outstanding, respectively
Class B common stock; $.001 par value; 1,000 shares authorized;
1 share issued and outstanding
Preferred stock; $.001 par value; 250 million shares authorized;
no shares issued and outstanding
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Total Charter shareholders’ equity
Noncontrolling interests
Total shareholders’ equity
December 31,
2017
2016
$
621
$
1,635
299
2,555
33,888
11,951
67,319
29,554
142,712
1,356
1,535
1,432
333
3,300
32,963
14,608
67,316
29,509
144,396
1,371
$
$
146,623
$
149,067
$
9,045
2,045
11,090
68,186
17,314
2,502
—
—
—
35,253
3,832
(1)
39,084
8,447
47,531
7,544
2,028
9,572
59,719
26,665
2,745
—
—
—
39,413
733
(7)
40,139
10,227
50,366
Total liabilities and shareholders’ equity
$
146,623
$
149,067
The accompanying notes are an integral part of these consolidated financial statements.
F- 4
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in millions, except per share and share data)
Year Ended December 31,
2016
2017
2015
$
41,581
$
29,003
$
9,754
REVENUES
COSTS AND EXPENSES:
Operating costs and expenses (exclusive of items shown
separately below)
Depreciation and amortization
Other operating expenses, net
Income from operations
OTHER EXPENSES:
Interest expense, net
Loss on extinguishment of debt
Gain (loss) on financial instruments, net
Other pension benefits
Other expense, net
Income (loss) before income taxes
Income tax benefit
Consolidated net income (loss)
Less: Net income attributable to noncontrolling interests
Net income (loss) attributable to Charter shareholders
EARNINGS (LOSS) PER COMMON SHARE ATTRIBUTABLE
TO CHARTER SHAREHOLDERS:
Basic
Diluted
$
$
$
26,541
10,588
346
37,475
4,106
(3,090)
(40)
69
1
(18)
(3,078)
1,028
9,087
10,115
(220)
9,895
$
18,655
6,907
985
26,547
2,456
(2,499)
(111)
89
899
(14)
6,426
2,125
89
8,640
1,114
(1,306)
(128)
(4)
—
(7)
(1,636)
(1,445)
820
2,925
3,745
(223)
3,522
$
(331)
60
(271)
—
(271)
(2.68)
(2.68)
38.55
34.09
$
$
17.05
15.94
$
$
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic
Diluted
256,720,715
296,703,956
206,539,100
234,791,439
101,152,647
101,152,647
The accompanying notes are an integral part of these consolidated financial statements.
F- 5
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(dollars in millions)
Consolidated net income (loss)
Net impact of interest rate derivative instruments
Foreign currency translation adjustment
Consolidated comprehensive income (loss)
Less: Comprehensive income attributable to noncontrolling interests
Comprehensive income (loss) attributable to Charter shareholders
$
Year Ended December 31,
2016
2017
2015
$
10,115
$
3,745
$
5
1
10,121
(220)
9,901
$
8
(2)
3,751
(223)
3,528
$
(271)
9
—
(262)
—
(262)
The accompanying notes are an integral part of these consolidated financial statements.
F- 6
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
(dollars in millions)
Class A
Common
Stock
Class B
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
(Accumulated
Deficit)
Accumulated
Other
Comprehensive
Loss
Total Charter
Shareholders’
Equity
(Deficit)
Non-
controlling
Interests
Total
Shareholders’
Equity
(Deficit)
BALANCE, December 31, 2014
$
— $
— $
1,930 $
(1,762) $
(22) $
146 $
— $
Consolidated net loss
Stock compensation expense
Exercise of stock options
Changes in accumulated other comprehensive
loss, net
Purchases and retirement of treasury stock
BALANCE, December 31, 2015
Consolidated net income
Stock compensation expense
Accelerated vesting of equity awards
Settlement of restricted stock units
Exercise of stock options
Changes in accumulated other comprehensive
loss, net
Purchases and retirement of treasury stock
Issuance of shares to Liberty Broadband for cash
Converted TWC awards in the TWC Transaction
Issuance of shares in TWC Transaction
Issuance of subsidiary equity in Bright House
Transaction
Partnership formation and change in ownership,
net of tax
Purchase of noncontrolling interest, net of tax
Exchange of Charter Holdings units held by A/N,
net of tax and TRA effects
Distributions to noncontrolling interest
Noncontrolling interests assumed in acquisitions
BALANCE, December 31, 2016
Consolidated net income
Stock compensation expense
Accelerated vesting of equity awards
Exercise of stock options
Changes in accumulated other comprehensive
loss, net
Cumulative effect of accounting change
Purchases and retirement of treasury stock
Purchase of noncontrolling interest, net of tax
Exchange of Charter Holdings units held by A/N,
net of tax and TRA effects
Change in noncontrolling interest ownership, net
of tax
Distributions to noncontrolling interest
BALANCE, December 31, 2017
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
78
30
—
(10)
2,028
—
244
248
(59)
86
—
(834)
5,000
514
32,164
—
(364)
(19)
405
—
—
39,413
—
261
49
116
—
9
(4,788)
(295)
265
223
(271)
—
—
—
(28)
(2,061)
3,522
—
—
—
—
—
(728)
—
—
—
—
—
—
—
—
—
733
9,895
—
—
—
—
131
(6,927)
—
—
—
—
—
—
9
—
(13)
—
—
—
—
—
6
—
—
—
—
—
—
—
—
—
—
(7)
—
—
—
—
6
—
—
—
—
—
(271)
78
30
9
(38)
(46)
3,522
244
248
(59)
86
6
(1,562)
5,000
514
32,164
—
—
—
—
—
—
223
—
—
—
—
—
—
—
—
—
—
10,134
(364)
(19)
405
—
—
40,139
9,895
261
49
116
6
140
(11,715)
(295)
265
589
(187)
(460)
(96)
24
10,227
220
—
—
—
—
—
—
(1,187)
(298)
146
(271)
78
30
9
(38)
(46)
3,745
244
248
(59)
86
6
(1,562)
5,000
514
32,164
10,134
225
(206)
(55)
(96)
24
50,366
10,115
261
49
116
6
140
(11,715)
(1,482)
(33)
—
— $
—
— $
—
35,253 $
$
—
3,832 $
—
(1) $
—
39,084 $
(153)
8,447 $
(153)
47,531
223
(362)
(139)
The accompanying notes are an integral part of these consolidated financial statements.
F- 7
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in millions)
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income (loss)
Adjustments to reconcile consolidated net income (loss) to net cash flows
from operating activities:
Year Ended December 31,
2016
2015
2017
$
10,115
$
3,745
$
(271)
Depreciation and amortization
Stock compensation expense
Accelerated vesting of equity awards
Noncash interest (income) expense
Other pension benefits
Loss on extinguishment of debt
(Gain) loss on financial instruments, net
Deferred income taxes
Other, net
Changes in operating assets and liabilities, net of effects from acquisitions
and dispositions:
Accounts receivable
Prepaid expenses and other assets
Accounts payable, accrued liabilities and other
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment
Change in accrued expenses related to capital expenditures
Purchases of cable systems, net
Change in restricted cash and cash equivalents
Real estate investments through variable interest entities
Other, net
Net cash flows from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt
Repayments of long-term debt
Payments for debt issuance costs
Issuance of equity
Purchase of treasury stock
Proceeds from exercise of stock options and warrants
Settlement of restricted stock units
Purchase of noncontrolling interest
Distributions to noncontrolling interest
Proceeds from termination of interest rate derivatives
Other, net
Net cash flows from financing activities
10,588
261
49
(370)
(1)
40
(69)
(9,116)
16
(84)
76
449
11,954
(8,681)
820
(9)
—
(105)
(123)
(8,098)
25,276
(16,507)
(111)
—
(11,715)
116
—
(1,665)
(153)
—
(11)
(4,770)
6,907
244
248
(256)
(899)
111
(89)
(2,958)
8
(160)
111
1,029
8,041
(5,325)
603
(28,810)
22,264
—
(22)
(11,290)
12,344
(10,521)
(284)
5,000
(1,562)
86
(59)
(218)
(96)
88
1
4,779
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, beginning of period
CASH AND CASH EQUIVALENTS, end of period
CASH PAID FOR INTEREST
CASH PAID FOR TAXES
(914)
1,535
621
3,421
41
$
$
$
1,530
5
1,535
2,685
63
$
$
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F- 8
2,125
78
—
28
—
128
4
(65)
11
5
(3)
319
2,359
(1,840)
28
—
(15,153)
—
(67)
(17,032)
26,045
(11,326)
(36)
—
(38)
30
—
—
—
—
—
14,675
2
3
5
1,064
3
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
1. Organization and Basis of Presentation
Organization
Charter Communications, Inc. (together with its controlled subsidiaries, “Charter,” or the “Company”) is the second largest cable
operator in the United States and a leading broadband communications company providing video, Internet and voice services to
residential and business customers. In addition, the Company sells video and online advertising inventory to local, regional and
national advertising customers and fiber-delivered communications and managed information technology solutions to larger
enterprise customers. The Company also owns and operates regional sports networks and local sports, news and lifestyle channels
and sells security and home management services to the residential marketplace.
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.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting
principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”).
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant judgments
and estimates include capitalization of labor and overhead costs; depreciation and amortization costs; purchase accounting
valuations of assets and liabilities including, but not limited to, property, plant and equipment, intangibles and goodwill; pension
benefits; income taxes; contingencies and programming expense. Actual results could differ from those estimates.
Certain prior period amounts have been reclassified to conform with the 2017 presentation.
2. Summary of Significant Accounting Policies
Consolidation
The accompanying consolidated financial statements include the accounts of Charter and all entities in which Charter has a
controlling interest, including variable interest entities where Charter is the primary beneficiary. The Company consolidates based
upon evaluation of the Company’s power, through voting rights or similar rights, to direct the activities of another entity that most
significantly impact the entity’s economic performance; its obligation to absorb the expected losses of the entity; and its right to
receive the expected residual returns of the entity. Charter controls and consolidates Charter Holdings. The noncontrolling interest
on the Company’s balance sheet primarily represents Advance/Newhouse Partnership's (“A/N's”) minority equity interests in
Charter Holdings. See Note 11. All significant inter-company accounts and transactions among consolidated entities have been
eliminated in consolidation.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. These
investments are carried at cost, which approximates market value. Cash and cash equivalents consist primarily of money market
funds.
Property, Plant and Equipment
Additions to property, plant and equipment are recorded at cost, including all material, labor and certain indirect costs associated
with the construction of cable transmission and distribution facilities. While the Company’s capitalization is based on specific
activities, once capitalized, costs are tracked on a composite basis by fixed asset category at the cable system level and not on a
F- 9
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
specific asset basis. For assets that are sold or retired, the estimated historical cost and related accumulated depreciation is removed.
Costs associated with the initial placement of the customer drop to the dwelling and the initial placement of outlets within a dwelling
along with the costs associated with the initial deployment of customer premise equipment necessary to provide video, Internet
or voice services are capitalized. Costs capitalized include materials, direct labor and certain indirect costs. Indirect costs are
associated with the activities of the Company’s personnel who assist in installation activities and consist of compensation and
other costs associated with these support functions. Indirect costs primarily include employee benefits and payroll taxes, vehicle
and occupancy costs, and the costs of sales and dispatch personnel associated with capitalizable activities. The costs of disconnecting
service and removing customer premise equipment from a dwelling and the costs to reconnect a customer drop or to redeploy
previously installed customer premise equipment are charged to operating expense as incurred. Costs for repairs and maintenance
are charged to operating expense as incurred, while plant and equipment replacement, including replacement of certain components,
betterments, including replacement of cable drops and outlets, are capitalized.
Depreciation is recorded using the straight-line composite method over management’s estimate of the useful lives of the related
assets as follows:
Cable distribution systems
Customer premise equipment and installations
Vehicles and equipment
Buildings and improvements
Furniture, fixtures and equipment
Asset Retirement Obligations
8-20 years
3-8 years
4-9 years
15-40 years
7-10 years
Certain of the Company’s franchise agreements and leases contain provisions requiring the Company to restore facilities or remove
equipment in the event that the franchise or lease agreement is not renewed. The Company expects to continually renew its
franchise agreements and therefore cannot reasonably estimate any liabilities associated with such agreements. A remote possibility
exists that franchise agreements could be terminated unexpectedly, which could result in the Company incurring significant expense
in complying with restoration or removal provisions. The Company does not have any significant liabilities related to asset
retirements recorded in its consolidated financial statements.
Valuation of Long-Lived Assets
The Company evaluates the recoverability of long-lived assets (e.g., property, plant and equipment and finite-lived intangible
assets) to be held and used when events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. Such events or changes in circumstances could include such factors as impairment of the Company’s indefinite life
assets, changes in technological advances, fluctuations in the fair value of such assets, adverse changes in relationships with local
franchise authorities, adverse changes in market conditions or a deterioration of current or expected future operating results. If a
review indicates that the carrying value of such asset is not recoverable from estimated undiscounted cash flows, the carrying value
of such asset is reduced to its estimated fair value. While the Company believes that its estimates of future cash flows are reasonable,
different assumptions regarding such cash flows could materially affect its evaluations of asset recoverability. No impairments
of long-lived assets to be held and used were recorded in 2017, 2016 and 2015.
Other Noncurrent Assets
Other noncurrent assets primarily include investments, trademarks, right-of-entry costs and other intangible assets. The Company
accounts for its investments in less than majority owned investees under either the equity or cost method. The Company applies
the equity method to investments when it has the ability to exercise significant influence over the operating and financial policies
of the investee. The Company’s share of the investee’s earnings (losses) is included in other expense, net in the consolidated
statements of operations. The Company monitors its investments for indicators that a decrease in investment value has occurred
that is other than temporary. If it has been determined that an investment has sustained an other than temporary decline in value,
the investment is written down to fair value with a charge to earnings. Investments acquired are measured at fair value utilizing
the acquisition method of accounting. The difference between the fair value and the amount of underlying equity in net assets for
most equity method investments is due to previously unrecognized intangible assets at the investee. These amounts are amortized
as a component of equity earnings (losses), recorded within other expense, net over the estimated useful life of the asset. Trademarks
F- 10
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
have been determined to have an indefinite life and are tested annually for impairment. Right-of-entry costs represent upfront
costs incurred related to agreements entered into with multiple dwelling units (“MDUs”) including landlords, real estate companies
or owners to gain access to a building in order to market and service customers who reside in the building. Right-of-entry costs
are deferred and amortized to amortization expense over the term of the agreement.
Revenue Recognition
Revenues from residential and commercial video, Internet and voice services are recognized when the related services are provided.
Advertising sales are recognized at estimated realizable values in the period that the advertisements are broadcast. In some cases,
the Company coordinates the advertising sales efforts of other cable operators in a certain market and remits amounts received
from customers less an agreed-upon percentage to such cable operator. For those arrangements in which the Company acts as a
principal, the Company records the revenues earned from the advertising customer on a gross basis and the amount remitted to
the cable operator as an operating expense.
Fees imposed on the Company by various governmental authorities are passed through on a monthly basis to the Company’s
customers and are periodically remitted to authorities. Fees of $961 million, $711 million and $255 million for the years ended
December 31, 2017, 2016 and 2015, respectively, are reported in video, voice and commercial revenues, on a gross basis with a
corresponding operating expense because the Company is acting as a principal. Other taxes, such as sales taxes imposed on the
Company’s customers, collected and remitted to state and local authorities, are recorded on a net basis because the Company is
acting as an agent in such situation.
The Company’s revenues by product line are as follows:
Video
Internet
Voice
Residential revenue
Small and medium business
Enterprise
Commercial revenue
Advertising sales
Other
Programming Costs
Year Ended December 31,
2016
2015
2017
$
$
$
16,641
14,105
2,542
33,288
3,686
2,210
5,896
$
11,967
9,272
2,005
23,244
2,480
1,429
3,909
1,510
887
41,581
$
1,235
615
29,003
$
4,587
3,003
539
8,129
764
363
1,127
309
189
9,754
The Company has various contracts to obtain video programming from vendors whose compensation is typically based on a flat
fee per customer. The cost of the right to exhibit network programming under such arrangements is recorded in operating expenses
in the month the programming is available for exhibition. Programming costs are paid each month based on calculations performed
by the Company and are subject to periodic audits performed by the programmers. Certain programming contracts contain cash
and non-cash consideration from the programmers. If consideration received does not relate to a separate product or service, the
Company recognizes the consideration on a straight-line basis over the life of the programming agreement as a reduction of
programming expense. Programming costs included in the statements of operations were $10.6 billion, $7.0 billion and $2.7
billion for the years ended December 31, 2017, 2016 and 2015, respectively.
F- 11
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
Advertising Costs
Advertising costs associated with marketing the Company’s products and services are generally expensed as costs are incurred.
Multiple-Element Transactions
In the normal course of business, the Company enters into multiple-element transactions where it is simultaneously both a customer
and a vendor with the same counterparty or in which it purchases multiple products and/or services, or settles outstanding items
contemporaneous with the purchase of a product or service from a single counterparty. Transactions, although negotiated
contemporaneously, may be documented in one or more contracts. The Company’s policy for accounting for each transaction
negotiated contemporaneously is to record each element of the transaction based on the respective estimated fair values of the
products or services purchased and the products or services sold. In determining the fair value of the respective elements, the
Company refers to quoted market prices (where available), historical transactions or comparable cash transactions. Cash
consideration received from a vendor is recorded as a reduction in the price of the vendor’s product unless (i) the consideration is
for the reimbursement of a specific, incremental, identifiable cost incurred, in which case the cash consideration received would
be recorded as a reduction in such cost (e.g., marketing costs), or (ii) an identifiable benefit in exchange for the consideration is
provided, in which case revenue would be recognized for this element.
Stock-Based Compensation
Restricted stock, restricted stock units, stock options as well as equity awards with market conditions are measured at the grant
date fair value and amortized to stock compensation expense over the requisite service period. The fair value of options is estimated
on the date of grant using the Black-Scholes option-pricing model and the fair value of equity awards with market conditions is
estimated on the date of grant using Monte Carlo simulations. The grant date weighted average assumptions used during the years
ended December 31, 2017, 2016 and 2015, respectively, were: risk-free interest rate of 1.8%, 1.7% and 1.5%; expected volatility
of 25.0%, 25.4% and 34.7%; and expected lives of 4.6 years, 1.3 years and 6.5 years. Weighted average assumptions for 2016
include the assumptions used for the converted TWC awards (see Note 16). The Company’s volatility assumptions represent
management’s best estimate and were based on historical volatility of Legacy Charter and Legacy TWC. See Note 3. Expected
lives were estimated using historical exercise data. The valuations assume no dividends are paid.
Pension Plans
The Company sponsors the TWC Pension Plan, TWC Union Pension Plan and TWC Excess Pension Plan (as defined in Note 21).
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.
Income Taxes
The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and
the tax basis of the Company’s assets and liabilities and expected benefits of utilizing loss carryforwards. Since substantially all
the Company’s operations are held through its partnership interest in Charter Holdings, the primary deferred tax component recorded
in the consolidated balance sheet relates to the excess financial reporting outside basis, excluding amounts attributable to
nondeductible goodwill, over Charter’s tax basis in its investment in the partnership. Valuation allowances are established when
management determines that it is more likely than not that some portion or the entire deferred tax asset will not be realized. The
impact on deferred taxes of changes in tax rates and tax law, if any, applied to the years during which temporary differences are
expected to be settled, are reflected in the consolidated financial statements in the period of enactment. In determining the
Company’s tax provision for financial reporting purposes, the Company establishes a reserve for uncertain tax positions unless
such positions are determined to be “more likely than not” of being sustained upon examination, based on their technical merits.
There is considerable judgment involved in making such a determination. Interest and penalties are recognized on uncertain
income tax positions as part of the income tax provision. See Note 17.
F- 12
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
Segments
The Company’s operations are managed and reported to its 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.
3. Mergers and Acquisitions
The Transactions
On May 18, 2016, the transactions contemplated by the Agreement and Plan of Mergers dated as of May 23, 2015 (the “Merger
Agreement”), by and among Time Warner Cable Inc. (“Legacy TWC”), Charter Communications, Inc. prior to the closing of the
Merger Agreement (“Legacy Charter”), CCH I, LLC, previously a wholly owned subsidiary of Legacy Charter and certain other
subsidiaries of CCH I, LLC were completed (the “TWC Transaction,” and together with the Bright House Transaction described
below, the “Transactions”). As a result of the TWC Transaction, CCH I, LLC became the new public parent company that holds
the operations of the combined companies and was renamed Charter Communications, Inc. As of the date of completion of the
Transactions, the total value of the TWC Transaction was approximately $85 billion, including cash, equity and Legacy TWC
assumed debt.
Also, on May 18, 2016, Legacy Charter and A/N, the former parent of Bright House Networks, LLC (“Legacy Bright House”),
completed their previously announced transaction, pursuant to a definitive Contribution Agreement (the “Contribution
Agreement”), under which Charter acquired Legacy Bright House (the “Bright House Transaction”) for approximately $12.2
billion consisting of cash and convertible preferred units of Charter Holdings and common units of Charter Holdings. Pursuant
to the Bright House Transaction, Charter became the owner of the membership interests in Legacy Bright House and the other
assets primarily related to Legacy Bright House (other than certain excluded assets and liabilities and non-operating cash).
In connection with the TWC Transaction, Liberty Broadband purchased shares of Charter Class A common stock to partially
finance the cash portion of the TWC Transaction consideration, and in connection with the Bright House Transaction, Liberty
Broadband purchased shares of Charter Class A common stock (the “Liberty Transaction”).
Acquisition Accounting
Charter applied acquisition accounting to the Transactions. The total purchase price was allocated to the identifiable tangible and
intangible assets acquired and the liabilities assumed based on their estimated fair values. The fair values were primarily based
on third-party valuations using assumptions developed by management and other information compiled by management including,
but not limited to, future expected cash flows. The excess of the purchase price over those fair values was recorded as goodwill.
F- 13
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
The tables below present the final allocation of the purchase price to the assets acquired and liabilities assumed in the Transactions.
TWC Allocation of Purchase Price
Cash and cash equivalents
Current assets
Property, plant and equipment
Customer relationships
Franchises
Goodwill
Other noncurrent assets
Accounts payable and accrued liabilities
Debt
Deferred income taxes
Other long-term liabilities
Noncontrolling interests
$
$
1,058
1,417
21,413
13,460
54,085
28,337
1,040
(4,107)
(24,900)
(28,120)
(3,162)
(4)
60,517
Subsequent to December 31, 2016 and through the end of the measurement period, the Company made adjustments to the fair
value of certain assets acquired and liabilities assumed in the TWC Transaction, including a decrease to working capital of $73
million and a decrease of $28 million to deferred income tax liabilities, resulting in a net increase of $45 million to goodwill.
Bright House Allocation of Purchase Price
Current assets
Property, plant and equipment
Customer relationships
Franchises
Goodwill
Other noncurrent assets
Accounts payable and accrued liabilities
Other long-term liabilities
Noncontrolling interests
$
$
131
2,884
2,150
7,225
44
86
(330)
(12)
(22)
12,156
F- 14
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
Selected Pro Forma Financial Information
The following unaudited pro forma financial information of the Company is based on the historical consolidated financial statements
of Legacy Charter, Legacy TWC and Legacy Bright House and is intended to provide information about how the Transactions and
related financing may have affected the Company’s historical consolidated financial statements if they had closed as of January
1, 2015. The pro forma financial information below is based on available information and assumptions that the Company believes
are reasonable. The pro forma financial information is for illustrative and informational purposes only and is not intended to
represent or be indicative of what the Company’s financial condition or results of operations would have been had the transactions
described above occurred on the date indicated. The pro forma financial information also should not be considered representative
of the Company’s future financial condition or results of operations.
Revenues
Net income attributable to Charter shareholders
Earnings per common share attributable to Charter shareholders:
Basic
Diluted
4. Allowance for Doubtful Accounts
Year Ended December 31,
2016
2015
$
$
$
$
40,023
1,070
3.97
3.91
$
$
$
$
37,394
159
0.59
0.58
Activity in the allowance for doubtful accounts is summarized as follows for the years presented:
Balance, beginning of period
Charged to expense
Uncollected balances written off, net of recoveries
Balance, end of period
5. Property, Plant and Equipment
Year Ended December 31,
2016
2015
2017
$
$
124
469
(480)
113
$
$
21
328
(225)
124
$
$
22
135
(136)
21
Property, plant and equipment consists of the following as of December 31, 2017 and 2016:
Cable distribution systems
Customer premise equipment and installations
Vehicles and equipment
Buildings and improvements
Furniture, fixtures and equipment
Less: accumulated depreciation
December 31,
2017
2016
$
$
26,104
15,909
1,501
3,901
4,550
51,965
(18,077)
33,888
$
$
23,317
12,867
1,212
3,426
3,244
44,066
(11,103)
32,963
The Company periodically evaluates the estimated useful lives used to depreciate its assets and the estimated amount of assets
that will be abandoned or have minimal use in the future. A significant change in assumptions about the extent or timing of future
asset retirements, or in the Company’s use of new technology and upgrade programs, could materially affect future depreciation
expense.
F- 15
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
Depreciation expense for the years ended December 31, 2017, 2016 and 2015 was $7.8 billion, $5.0 billion, and $1.9 billion,
respectively.
6. Franchises, Goodwill and Other Intangible Assets
Franchise rights represent the value attributed to agreements or authorizations with local and state authorities that allow access to
homes in cable service areas. For valuation purposes, they are defined as the future economic benefits of the right to solicit and
service potential customers (customer marketing rights), and the right to deploy and market new services to potential customers
(service marketing rights).
Management estimates the fair value of franchise rights at the date of acquisition and determines if the franchise has a finite life
or an indefinite life. The Company has concluded that all of its franchises qualify for indefinite life treatment given that there are
no legal, regulatory, contractual, competitive, economic or other factors which limit the period over which these rights will contribute
to the Company's cash flows. The Company reassesses this determination periodically or whenever events or substantive changes
in circumstances occur.
All franchises are tested for impairment annually or more frequently as warranted by events or changes in circumstances. Franchise
assets are aggregated into essentially inseparable units of accounting to conduct valuations. The units of accounting generally
represent geographical clustering of the Company's cable systems into groups. The Company assesses qualitative factors to
determine whether the existence of events or circumstances leads to a determination that it is more likely than not that an indefinite
lived intangible asset has been impaired. If, after this optional qualitative assessment, the Company determines that it is not more
likely than not that an indefinite lived intangible asset has been impaired, then no further quantitative testing is necessary. In
completing the qualitative impairment testing, the Company evaluates a multitude of factors that affect the fair value of our franchise
assets. Examples of such factors include environmental and competitive changes within our operating footprint, actual and projected
operating performance, the consistency of our operating margins, equity and debt market trends, including changes in our market
capitalization, and changes in our regulatory and political landscape, among other factors. The Company performed a qualitative
assessment in 2017, which also included consideration of a fair value appraisal performed for tax purposes in the beginning of
2017 as of a December 31, 2016 valuation date (the "Appraisal"). After consideration of the qualitative factors in 2017, including
the results of the Appraisal, the Company concluded that it is more likely than not that the fair value of the franchise assets in each
unit of accounting exceeds the carrying value of such assets and therefore did not perform a quantitative analysis at the assessment
date. Periodically, the Company will elect to perform a quantitative analysis for impairment testing. If the Company elects or is
required to perform a quantitative analysis to test its franchise assets for impairment, the methodology described below is utilized.
If a quantitative analysis is performed, the estimated fair value of franchises is determined utilizing an income approach model
based on the present value of the estimated discrete future cash flows attributable to each of the intangible assets identified assuming
a discount rate. The fair value of franchises is determined based on estimated discrete discounted future cash flows using assumptions
consistent with internal forecasts. The franchise after-tax cash flow is calculated as the after-tax cash flow generated by the potential
customers obtained. The sum of the present value of the franchises’ after-tax cash flow in years 1 through 10 and the continuing
value of the after-tax cash flow beyond year 10 yields the fair value of the franchises.
This approach makes use of unobservable factors such as projected revenues, expenses, capital expenditures, customer trends, and
a discount rate applied to the estimated cash flows. The determination of the franchise discount rate is derived from the Company’s
weighted average cost of capital, which uses a market participant’s cost of equity and after-tax cost of debt and reflects the risks
inherent in the cash flows. The Company estimates discounted future cash flows using reasonable and appropriate assumptions
including among others, penetration rates for video, Internet, and voice; revenue growth rates; operating margins; and capital
expenditures. The assumptions are based on the Company’s and its peers’ historical operating performance adjusted for current
and expected competitive and economic factors surrounding the cable industry. The estimates and assumptions made in the
Company’s valuations are inherently subject to significant uncertainties, many of which are beyond its control, and there is no
assurance that these results can be achieved. The primary assumptions for which there is a reasonable possibility of the occurrence
of a variation that would significantly affect the measurement value include the assumptions regarding revenue growth,
programming expense growth rates, the amount and timing of capital expenditures, actual customer trends and the discount rate
utilized.
F- 16
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
The fair value of goodwill is determined using both an income approach and market approach. The Company’s income approach
model used for its goodwill valuation is consistent with that used for its franchise valuation noted above except that cash flows
from the entire business enterprise are used for the goodwill valuation. The Company’s market approach model estimates the fair
value of the reporting unit based on market prices in actual precedent transactions of similar businesses and market valuations of
guideline public companies. Goodwill is tested for impairment as of November 30 of each year, or more frequently as warranted
by events or changes in circumstances. Accounting guidance also permits an optional qualitative assessment for goodwill to
determine whether it is more likely than not that the carrying value of a reporting unit exceeds its fair value. If, after this qualitative
assessment, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying
amount then no further quantitative testing would be necessary. If the Company elects or is required to perform the two-step test
under the accounting guidance, the first step involves a comparison of the estimated fair value of the reporting unit to its carrying
amount. If the estimated fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered
impaired and the second step of the goodwill impairment is not necessary. If the carrying amount of a reporting unit exceeds its
estimated fair value, then the second step of the goodwill impairment test must be performed, and a comparison of the implied
fair value of the reporting unit’s goodwill is compared to its carrying amount to determine the amount of impairment, if any. As
with the Company’s franchise impairment testing, in 2017 the Company elected to perform a qualitative goodwill impairment
assessment, which incorporated the results of the Appraisal and consideration of the same qualitative factors relevant to the
Company's franchise impairment testing. As a result of that assessment, the Company concluded that goodwill is not impaired.
Customer relationships are recorded at fair value as of the date acquired less accumulated amortization. Customer relationships,
for valuation purposes, represent the value of the business relationship with existing customers, and are calculated by projecting
the discrete future after-tax cash flows from these customers, including the right to deploy and market additional services to these
customers. The present value of these after-tax cash flows yields the fair value of the customer relationships. The use of different
valuation assumptions or definitions of franchises or customer relationships, such as our inclusion of the value of selling additional
services to our current customers within customer relationships versus franchises, could significantly impact our valuations and
any resulting impairment. Customer relationships are amortized on an accelerated sum of years’ digits method over useful lives
of 8-15 years based on the period over which current customers are expected to generate cash flows. The Company periodically
evaluates the remaining useful lives of its customer relationships to determine whether events or circumstances warrant revision
to the remaining periods of amortization. Customer relationships are evaluated for impairment upon the occurrence of events or
changes in circumstances indicating that the carrying amount of an asset may not be recoverable. Customer relationships are
deemed impaired when the carrying value exceeds the projected undiscounted future cash flows associated with the customer
relationships. No impairment of customer relationships was recorded in the years ended December 31, 2017, 2016 or 2015.
The fair value of trademarks is determined using the relief-from-royalty method, a variation of the income approach, which applies
a fair royalty rate to estimated revenue derived under the Company’s trademarks. The fair value of the intangible is estimated to
be the present value of the royalty saved because the Company owns the trademarks. Royalty rates are estimated based on a review
of market royalty rates in the communications and entertainment industries. As the Company expects to continue to use each
trademark indefinitely, trademarks have been assigned an indefinite life and are tested annually for impairment using either a
qualitative analysis or quantitative analysis as elected by management. As with the Company’s franchise impairment testing, in
2017 the Company elected to perform a qualitative trademark impairment assessment and concluded that trademarks are not
impaired.
F- 17
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
As of December 31, 2017 and 2016, indefinite-lived and finite-lived intangible assets are presented in the following table:
Indefinite-lived intangible assets:
Franchises
Goodwill
Trademarks
Other intangible assets
Finite-lived intangible assets:
Customer relationships
Other intangible assets
December 31,
2017
2016
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
$
67,319
$
— $
67,319
$
67,316
$
— $
29,554
159
—
—
—
—
29,554
29,509
159
—
159
4
—
—
—
67,316
29,509
159
4
$
$
$
97,032
$
— $
97,032
$
96,988
$
— $
96,988
18,229
731
18,960
$
$
(6,278) $
11,951
(201)
530
(6,479) $
12,481
$
$
18,226
615
18,841
$
$
(3,618) $
14,608
(128)
487
(3,746) $
15,095
Other intangible assets consist primarily of right-of-entry costs. Amortization expense related to customer relationships and other
intangible assets for the years ended December 31, 2017, 2016 and 2015 was $2.7 billion, $1.9 billion and $271 million, respectively.
The Company expects amortization expense on its finite-lived intangible assets will be as follows.
2018
2019
2020
2021
2022
Thereafter
$
2,478
2,195
1,903
1,619
1,342
2,944
$ 12,481
Actual amortization expense in future periods could differ from these estimates as a result of new intangible asset acquisitions or
divestitures, changes in useful lives, impairments, adoption of new accounting standards and other relevant factors.
7.
Investments
Investments consisted of the following as of December 31, 2017 and 2016:
Equity-method investments
Other investments
Total investments
December 31,
2017
2016
482
15
497
$
519
11
530
$
The Company's investments include Active Video Networks ("AVN" - 35.0% owned) Sterling Entertainment Enterprises, LLC
(“Sterling” - d/b/a SportsNet New York - 26.8% owned), MLB Network, LLC (“MLB Network” - 6.4% owned), iN Demand
L.L.C. (“iN Demand” - 39.5% owned) and National Cable Communications LLC (“NCC” - 20.0% owned), among other less
significant equity-method and cost-method investments. Sterling and MLB Network are primarily engaged in the development
F- 18
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
of sports programming services. iN Demand provides programming on a video on demand, pay-per-view and subscription basis.
NCC represents multi-video program distributors to advertisers.
The Company's equity-method investments balances reflected in the table above includes differences between the acquisition date
fair value of certain investments acquired and the underlying equity in the net assets of the investee, referred to as a basis difference.
This basis difference is amortized as a component of equity earnings. The remaining unamortized basis difference was $407
million and $436 million as of December 31, 2017 and 2016, respectively.
The Company applies the equity method of accounting to these and other less significant equity-method investments, all of which
are recorded in other noncurrent assets in the consolidated balance sheets as of December 31, 2017 and 2016. For the years ended
December 31, 2017, 2016 and 2015, net losses from equity-method investments were $18 million, $14 million and $7 million,
respectively, which were recorded in other expense, net in the consolidated statements of operations.
Real estate investments through variable interest entities ("VIEs") on the consolidated statement of cash flows for the year ended
December 31, 2017 represents the acquisition of a defaulted mortgage loan issued to a single-asset, special purpose entity real
estate lessor (the "SPE"). As the Company has determined the SPE is a VIE of which it is the primary beneficiary, the Company
has consolidated the assets and liabilities of the SPE in its consolidated balance sheet as of December 31, 2017, which are primarily
composed of the building securing the mortgage loan.
8. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consist of the following as of December 31, 2017 and 2016:
Accounts payable – trade
Deferred revenue
Accrued liabilities:
Programming costs
Compensation
Capital expenditures
Interest
Taxes and regulatory fees
Property and casualty
Other
9. Long-Term Debt
December 31,
2017
2016
$
$
$
740
395
1,907
1,109
1,935
1,054
556
408
941
9,045
$
454
352
1,783
1,111
1,107
958
538
394
847
7,544
Long-term debt consists of the following as of December 31, 2017 and 2016:
CCO Holdings, LLC:
5.250% senior notes due March 15, 2021
6.625% senior notes due January 31, 2022
5.250% senior notes due September 30, 2022
5.125% senior notes due February 15, 2023
December 31,
2017
2016
Principal
Amount
Accreted
Value
Principal
Amount
Accreted
Value
$
$
500
—
1,250
1,000
$
497
—
1,235
993
$
500
750
1,250
1,000
496
741
1,232
992
F- 19
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
4.000% senior notes due March 1, 2023
5.125% senior notes due May 1, 2023
5.750% senior notes due September 1, 2023
5.750% senior notes due January 15, 2024
5.875% senior notes due April 1, 2024
5.375% senior notes due May 1, 2025
5.750% senior notes due February 15, 2026
5.500% senior notes due May 1, 2026
5.875% senior notes due May 1, 2027
5.125% senior notes due May 1, 2027
5.000% senior notes due February 1, 2028
Charter Communications Operating, LLC:
3.579% senior notes due July 23, 2020
4.464% senior notes due July 23, 2022
4.908% senior notes due July 23, 2025
3.750% senior notes due February 15, 2028
4.200% senior notes due March 15, 2028
6.384% senior notes due October 23, 2035
6.484% senior notes due October 23, 2045
5.375% senior notes due May 1, 2047
6.834% senior notes due October 23, 2055
Credit facilities
Time Warner Cable, LLC:
5.850% senior notes due May 1, 2017
6.750% senior notes due July 1, 2018
8.750% senior notes due February 14, 2019
8.250% senior notes due April 1, 2019
5.000% senior notes due February 1, 2020
4.125% senior notes due February 15, 2021
4.000% senior notes due September 1, 2021
5.750% sterling senior notes due June 2, 2031 (a)
6.550% senior debentures due May 1, 2037
7.300% senior debentures due July 1, 2038
6.750% senior debentures due June 15, 2039
5.875% senior debentures due November 15, 2040
5.500% senior debentures due September 1, 2041
5.250% sterling senior notes due July 15, 2042 (b)
4.500% senior debentures due September 15, 2042
Time Warner Cable Enterprises LLC:
8.375% senior debentures due March 15, 2023
8.375% senior debentures due July 15, 2033
Total debt
Less current portion:
5.850% senior notes due May 1, 2017
6.750% senior notes due July 1, 2018
Long-term debt
500
1,150
500
1,000
1,700
750
2,500
1,500
800
3,250
2,500
2,000
3,000
4,500
1,000
1,250
2,000
3,500
2,500
500
9,479
—
2,000
1,250
2,000
1,500
700
1,000
845
1,500
1,500
1,500
1,200
1,250
879
1,250
495
1,143
496
992
1,687
745
2,464
1,489
794
3,216
2,462
1,988
2,977
4,462
985
1,238
1,981
3,466
2,506
495
9,387
—
2,045
1,337
2,148
1,579
730
1,045
912
1,686
1,788
1,724
1,258
1,258
847
1,137
—
1,150
500
1,000
1,700
750
2,500
1,500
800
—
—
2,000
3,000
4,500
—
—
2,000
3,500
—
500
8,916
2,000
2,000
1,250
2,000
1,500
700
1,000
770
1,500
1,500
1,500
1,200
1,250
800
1,250
1,000
1,000
69,003
1,232
1,312
70,231
1,000
1,000
60,036
—
(2,000)
67,003
$
—
(2,045)
68,186
$
(2,000)
—
58,036
$
$
F- 20
—
1,141
496
991
1,685
744
2,460
1,487
794
—
—
1,983
2,973
4,458
—
—
1,980
3,466
—
495
8,814
2,028
2,135
1,412
2,264
1,615
739
1,056
834
1,691
1,795
1,730
1,259
1,258
771
1,135
1,273
1,324
61,747
(2,028)
—
59,719
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
(a) Principal amount includes £625 million valued at $845 million and $770 million as of December 31, 2017 and December 31,
2016, respectively, using the exchange rate at that date.
(b) Principal amount includes £650 million valued at $879 million and $800 million as of December 31, 2017 and
December 31, 2016, respectively, using the exchange rate at that date.
The accreted values presented in the table above represent the principal amount of the debt less the original issue discount at the
time of sale, deferred financing costs, and, in regards to the Legacy TWC debt assumed, 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 12. The Company has availability under the Charter Operating
credit facilities of approximately $3.6 billion as of December 31, 2017.
During 2015, CCO Holdings and CCO Holdings Capital closed on transactions in which they issued $2.7 billion aggregate principal
amount of senior unsecured notes with varying maturities and interest rates. The net proceeds were used to repurchase $2.5 billion
of various series of senior unsecured notes, as well as for general corporate purposes. These debt repurchases resulted in a loss
on extinguishment of debt of $123 million for the year ended December 31, 2015. The Company also recorded a loss on
extinguishment of debt of approximately $5 million for the year ended December 31, 2015 as a result of the repayment of debt
upon termination of the proposed transactions with Comcast Corporation.
During 2016, CCO Holdings and CCO Holdings Capital closed on transactions in which they issued $3.2 billion aggregate principal
amount of senior unsecured notes with varying maturities and interest rates. The net proceeds were used to repurchase $2.9 billion
of various series of senior unsecured notes, as well as for general corporate purposes. These debt repurchases resulted in a loss
on extinguishment of debt of $110 million for the year ended December 31, 2016.
During 2016, Charter Operating entered into an amendment to its Amended and Restated Credit Agreement dated May 18, 2016
(the “Credit Agreement”) decreasing the applicable LIBOR margin, eliminating the LIBOR floor and extending the maturities on
certain term loans. The Company recorded a loss on extinguishment of debt of $1 million for the year ended December 31, 2016
related to these transactions.
During 2017, CCO Holdings and CCO Holdings Capital closed on transactions in which they issued $6.25 billion aggregate
principal amount of senior unsecured notes with varying maturities and interest rates. The net proceeds were used to fund buybacks
of Charter Class A common stock or Charter Holdings common units, repurchase $2.75 billion of various series of senior secured
and unsecured notes, as well as for general corporate purposes. These debt repurchases resulted in a loss on extinguishment of
debt of $34 million for the year ended December 31, 2017.
During 2017, Charter Operating and Charter Communications Operating Capital Corp. closed on transactions in which they issued
$4.75 billion aggregate principal amount of senior secured notes with varying maturities and interest rates. The net proceeds were
used to fund buybacks of Charter Class A common stock or Charter Holdings common units, as well as for general corporate
purposes.
During 2017, Charter Operating also entered into amendments to its Credit Agreement decreasing the applicable LIBOR margins,
eliminating the LIBOR floor, increasing the capacity of the revolving loan, extending the maturities and repaying the E, F, H and
I term loans with the issuance of a new term B loan. The Company recorded a loss on extinguishment of debt of $6 million for
the year ended December 31, 2017 related to these transactions. See "Charter Operating Credit Facilities" below for details on
the Company's term loans as of December 31, 2017.
CCO Holdings Notes
The CCO Holdings notes are senior debt obligations of CCO Holdings and CCO Holdings Capital and rank equally with all other
current and future unsecured, unsubordinated obligations of CCO Holdings and CCO Holdings Capital. They are structurally
subordinated to all obligations of subsidiaries of CCO Holdings.
F- 21
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
CCO Holdings may redeem some or all of the CCO Holdings notes at any time at a premium. The optional redemption price
declines to 100% of the respective series’ principal amount, plus accrued and unpaid interest, if any, on or after varying dates in
2019 through 2025.
In addition, at any time prior to varying dates in 2018 through 2020, CCO Holdings may redeem up to 40% of the aggregate
principal amount of certain notes at a premium plus accrued and unpaid interest to the redemption date, with the net cash proceeds
of one or more equity offerings (as defined in the indenture); provided that certain conditions are met. In the event of specified
change of control events, CCO Holdings must offer to purchase the outstanding CCO Holdings notes from the holders at a purchase
price equal to 101% of the total principal amount of the notes, plus any accrued and unpaid interest.
High-Yield Restrictive Covenants; Limitation on Indebtedness.
The indentures governing the CCO Holdings notes contain certain covenants that restrict the ability of CCO Holdings, CCO
Holdings Capital and all of their restricted subsidiaries to:
incur additional debt;
pay dividends on equity or repurchase equity;
•
•
• make investments;
•
•
•
sell all or substantially all of their assets or merge with or into other companies;
sell assets;
in the case of restricted subsidiaries, create or permit to exist dividend or payment restrictions with respect to CCO Holdings,
guarantee their parent companies debt, or issue specified equity interests;
engage in certain transactions with affiliates; and
grant liens.
•
•
The above limitations in certain circumstances regarding incurrence of debt, payment of dividends and making investments
contained in the indentures of CCO Holdings permit CCO Holdings and its restricted subsidiaries to perform the above, so long
as, after giving pro forma effect to the above, the leverage ratio would be below a specified level for the issuer. The leverage ratio
under the indentures is 6.0 to 1.0.
Charter Operating Notes
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.
Charter Operating Credit Facilities
The Charter Operating credit facilities have an outstanding principal amount of $9.5 billion at December 31, 2017 as follows:
•
•
•
term loan A-2 with a remaining principal amount of $2.9 billion, which is repayable in quarterly installments and aggregating
$144 million in each loan year, with the remaining balance due at final maturity on March 31, 2023. Pricing on term loan
A-2 is LIBOR plus 1.50%;
term loan B with a remaining principal amount of approximately $6.4 billion, which is repayable in equal quarterly
installments and aggregating $64 million in each loan year, with the remaining balance due at final maturity on April 30,
2025. Pricing on term loan B is LIBOR plus 2.00%; and
revolving loan with an outstanding balance of $254 million at December 31, 2017 and allowing for borrowings of up to
$4.0 billion, maturing on March 31, 2023. Pricing on the revolving loan is LIBOR plus 1.50% with a commitment fee of
F- 22
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
0.30%. As of December 31, 2017, $137 million of the revolving loan was utilized to collateralize a like principal amount
of letters of credit out of $291 million of letters of credit issued on the Company’s behalf.
Amounts outstanding under the Charter Operating credit facilities bear interest, at Charter Operating’s election, at a base rate or
LIBOR (1.56% and 0.77% as of December 31, 2017 and December 31, 2016, respectively), as defined, plus an applicable margin.
The Charter Operating credit facilities also allow us to enter into incremental term loans in the future, with amortization as set
forth in the notices establishing such term loans. Although the Charter Operating credit facilities allow for the incurrence of a
certain amount of incremental term loans subject to pro forma compliance with its financial maintenance covenants, no assurance
can be given that the Company could obtain additional incremental term loans in the future if Charter Operating sought to do so
or what amount of incremental term loans would be allowable at any given time under the terms of the Charter Operating credit
facilities.
The obligations of Charter Operating under the Charter Operating credit facilities are guaranteed by CCO Holdings and substantially
all of the operating subsidiaries of Charter Operating. The obligations are also secured by (i) a lien on substantially all of the assets
of Charter Operating and its subsidiaries, to the extent such lien can be perfected under the Uniform Commercial Code by the
filing of a financing statement, and (ii) a pledge by CCO Holdings of the equity interests owned by it in any of Charter Operating’s
subsidiaries, as well as intercompany obligations owing to it by any of such entities.
Restrictive Covenants
The Charter Operating credit facilities contain representations and warranties, and affirmative and negative covenants customary
for financings of this type. The financial covenants measure performance against standards set for leverage to be tested as of the
end of each quarter. The Charter Operating credit facilities contain provisions requiring mandatory loan prepayments under specific
circumstances, including in connection with certain sales of assets, so long as the proceeds have not been reinvested in the business.
Additionally, the Charter Operating credit facilities provisions contain an allowance for restricted payments with certain limitations.
The Charter Operating credit facilities permit Charter Operating and its subsidiaries to make distributions to pay interest on the
currently outstanding subordinated and parent company indebtedness, provided that, among other things, no default has occurred
and is continuing under the Charter Operating credit facilities. The Charter Operating credit facilities also contain customary events
of default.
TWC, LLC Senior Notes and Debentures
The TWC, LLC senior notes and debentures are guaranteed by CCO Holdings and substantially all of the operating subsidiaries
of Charter Operating and rank equally with the liens on the collateral securing obligations under the Charter Operating notes and
credit facilities. Interest on each series of TWC, LLC senior notes and debentures is payable semi-annually (with the exception
of the Sterling Notes, which is payable annually) in arrears.
The TWC, LLC indenture contains customary covenants relating to restrictions on the ability of TWC, LLC or any material
subsidiary to create liens and on the ability of TWC, LLC and Time Warner Cable Enterprises LLC ("TWCE") to consolidate,
merge or convey or transfer substantially all of their assets. The TWC, LLC indenture also contains customary events of default.
The TWC, LLC senior notes and debentures may be redeemed in whole or in part at any time at TWC, LLC’s option at a redemption
price equal to the greater of (i) all of the applicable principal amount being redeemed and (ii) the sum of the present values of the
remaining scheduled payments on the applicable TWC, LLC senior notes and debentures discounted to the redemption date on a
semi-annual basis (with the exception of the Sterling Notes, which are on an annual basis), at a comparable government bond rate
plus a designated number of basis points as further described in the indenture and the applicable note or debenture, plus, in each
case, accrued but unpaid interest to, but not including, the redemption date.
The Company may offer to redeem all, but not less than all, of the Sterling Notes in the event of certain changes in the tax laws
of the U.S. (or any taxing authority in the U.S.). This redemption would be at a redemption price equal to 100% of the principal
amount, together with accrued and unpaid interest on the Sterling Notes to, but not including, the redemption date.
F- 23
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
TWCE Senior Debentures
The TWCE senior debentures are guaranteed by CCO Holdings, substantially all of the operating subsidiaries of Charter Operating
and TWC, LLC and rank equally with the liens on the collateral securing obligations under the Charter Operating notes and credit
facilities. Interest on each series of TWCE senior debentures is payable semi-annually in arrears. The TWCE senior debentures
are not redeemable before maturity.
The TWCE indenture contains customary covenants relating to restrictions on the ability of TWCE or any material subsidiary to
create liens and on the ability of TWC, LLC and TWCE to consolidate, merge or convey or transfer substantially all of their assets.
The TWCE indenture also contains customary events of default.
Limitations on Distributions
Distributions by the Company’s subsidiaries to a parent company for payment of principal on parent company notes are restricted
under the indentures and credit facilities discussed above, 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 December 31,
2017, there was no default under any of these indentures or credit facilities and each subsidiary met its applicable leverage ratio
tests based on December 31, 2017 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 the Company’s subsidiaries may be
limited by applicable law, including the Delaware Limited Liability Company Act, under which the Company’s subsidiaries may
make distributions if they have “surplus” as defined in the act.
Liquidity and Future Principal Payments
The Company continues to have significant amounts of debt, and its business requires significant cash to fund principal and interest
payments on its debt, capital expenditures and ongoing operations. As set forth below, the Company has significant future principal
payments. The Company continues to monitor the capital markets, and it expects to undertake refinancing transactions and utilize
free cash flow and cash on hand to further extend or reduce the maturities of its principal obligations. The timing and terms of
any refinancing transactions will be subject to market conditions.
Based upon outstanding indebtedness as of December 31, 2017, the amortization of term loans, and the maturity dates for all senior
and subordinated notes, total future principal payments on the total borrowings under all debt agreements are as follows:
Year
2018
2019
2020
2021
2022
Thereafter
Amount
2,207
3,457
3,707
2,407
4,457
52,768
69,003
$
$
F- 24
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
10. Common Stock
Charter’s Class A common stock and Class B common stock are identical except with respect to certain voting, transfer and
conversion rights. Holders of Class A common stock are entitled to one vote per share. Charter’s Class B common stock represents
the share issued to A/N in connection with the Bright House Transaction. One share of Charter’s Class B common stock has a
number of votes reflecting the voting power of the Charter Holdings common units and Charter Holdings convertible preferred
units held by A/N as of the applicable record date on an if-converted, if-exchanged basis, and is generally intended to reflect A/
N’s economic interests in Charter Holdings.
The following table summarizes our shares outstanding for the three years ended December 31, 2017:
BALANCE, December 31, 2014
Exercise of stock options
Restricted stock issuances, net of cancellations
Restricted stock unit vesting
Purchase of treasury stock
BALANCE, December 31, 2015
Reorganization of common stock
Issuance of shares in TWC Transaction
Issuance of shares to Liberty Broadband for cash
Issuance of share to A/N in Bright House Transaction
Exchange of Charter Holdings units held by A/N (see Note 11)
Exercise of stock options
Restricted stock issuances, net of cancellations
Restricted stock unit vesting
Purchase of treasury stock
BALANCE, December 31, 2016
Exchange of Charter Holdings units held by A/N (see Note 11)
Exercise of stock options
Restricted stock issuances, net of cancellations
Restricted stock unit vesting
Purchase of treasury stock
BALANCE, December 31, 2017
Class A
Common
Stock
111,999,687
579,173
6,920
98,831
(245,783)
112,438,828
(10,771,404)
143,012,155
25,631,339
—
1,852,832
1,014,664
9,811
1,738,792
(6,029,225)
268,897,792
1,263,497
1,044,526
9,517
1,159,083
(33,868,356)
238,506,059
Class B
Common
Stock
—
—
—
—
—
—
—
—
—
1
—
—
—
—
—
1
—
—
—
—
—
1
The shares outstanding balances shown above as of and prior to December 31, 2015 represent historical shares outstanding of
Legacy Charter before applying the Parent Merger Exchange Ratio (as defined in the Merger Agreement). The 10.8 million shares
associated with the reorganization of Charter Class A common stock represents the reduction to Legacy Charter Class A common
shares outstanding as of the acquisition date as a result of applying the Parent Merger Exchange Ratio.
F- 25
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
Share Repurchases
The following represents the Company's purchase of Charter Class A common stock and the effect on the consolidated statements
of cash flows during the years ended December 31, 2017, 2016 and 2015.
Share buybacks
Income tax withholding
Exercise cost
2017
Year Ended December 31,
2016
Shares
33,375,878
447,455
45,023
33,868,356
$
$
11,570
145
$
11,715
Shares
5,070,656
908,066
50,503
6,029,225
$
$
1,346
216
$
1,562
2015
Shares
$
— $
177,696
44,541
222,237
$
—
38
38
As of December 31, 2017, Charter had remaining board authority to purchase an additional $1.1 billion of Charter’s Class A
common stock and/or Charter Holdings common units. See Note 19. The Company also withholds shares of its Class A common
stock in payment of income tax withholding owed by employees upon vesting of equity awards as well as exercise costs owed by
employees upon exercise of stock options.
At the end of each fiscal year, Charter’s board of directors approved the retirement of the then currently outstanding treasury stock
and those shares were retired as of December 31, 2017 and 2016. The Company accounts for treasury stock using the cost method
and includes treasury stock as a component of total shareholders’ equity. Upon retirement, these treasury shares are allocated
between additional paid-in capital and accumulated deficit based on the cost of original issue included in additional paid-in capital.
11. Noncontrolling Interests
Noncontrolling interests represents consolidated subsidiaries of which the Company owns less than 100%. The Company is a
holding company whose principal asset is a controlling equity interest in Charter Holdings, the indirect owner of the Company’s
cable systems. Noncontrolling interests on the Company’s balance sheet primarily includes A/N’s equity interests in Charter
Holdings, which is comprised of a common ownership interest and a convertible preferred ownership interest.
As of December 31, 2017, A/N held 22.3 million Charter Holdings common units which are exchangeable at any time into either
Charter Class A common stock on a one-for-one basis, or, at Charter’s option, cash, based on the then current market price of
Charter Class A common stock. Net income (loss) of Charter Holdings attributable to A/N’s common noncontrolling interest for
financial reporting purposes is based on the weighted average effective common ownership interest of approximately 9% and 10%
and was $69 million and $129 million for the years ended December 31, 2017 and 2016, respectively. Charter Holdings distributed
$3 million to A/N as a pro rata tax distribution on its common units during the years ended December 31, 2017 and 2016.
Pursuant to the letter agreement discussed in Note 19, Charter Holdings purchased 4.8 million Charter Holdings common units
from A/N, at a price per unit of $347.03, or $1.7 billion during the year ended December 31, 2017, and 0.8 million Charter Holdings
common units, at a price per unit of $289.83, or $218 million during the year ended December 31, 2016. The common units
purchased during the year ended December 31, 2017 are reflected as a reduction in noncontrolling interest based on net carrying
value of approximately $1.2 billion with the remaining $478 million recorded as reduction of additional paid-in-capital, net of
$183 million of deferred income taxes. The common units purchased during the year ended December 31, 2016 are reflected as
a reduction in noncontrolling interest based on net carrying value of approximately $187 million with the remaining $31 million
recorded as reduction of additional paid-in-capital, net of $12 million of deferred income taxes.
In December 2017 and 2016, A/N exchanged 1.3 million and 1.9 million Charter Holdings common units, respectively, held by
A/N for shares of Charter Class A common stock for an aggregate purchase price of $400 million and $537 million, respectively,
pursuant to the letter agreement discussed in Note 19. The common units exchanged had a net carrying value in noncontrolling
interest of approximately $298 million and $460 million as of December 31, 2017 and 2016, respectively. The exchange of A/N
common units resulted in a step-up in the tax-basis of the assets of Charter Holdings which is further discussed in Note 17.
F- 26
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
As of December 31, 2017, A/N also held 25 million Charter Holdings convertible preferred units with a face amount of $2.5 billion
that pays a 6% annual preferred dividend. The 6% annual preferred dividend is paid quarterly in cash, if and when declared,
provided that, if dividends are suspended at any time, the dividends will accrue until they are paid. Net income (loss) of Charter
Holdings attributable to the preferred noncontrolling interest for financial reporting purposes is based on the preferred dividend
which was $150 million and $93 million for the years ended December 31, 2017 and 2016, respectively. Each convertible preferred
unit is convertible into either 0.37334 of a Charter Holdings common unit (if then held by A/N) or 0.37334 of a share of Charter
Class A common stock (if then held by a third party), representing a conversion price of $267.85 per unit, based on a conversion
feature as defined in the Limited Liability Company Agreement of Charter Holdings. After May 18, 2021, Charter may redeem
the convertible preferred units if the price of Charter Class A common stock exceeds 130% of the conversion price. These Charter
Holdings common and convertible preferred units held by A/N are recorded in noncontrolling interests as permanent equity in the
consolidated balance sheet.
The common units and convertible preferred units issued to A/N as consideration for the Bright House Transaction were initially
measured at their fair value of $7.0 billion and $3.2 billion, respectively, in accordance with acquisition accounting. However,
upon formation of Charter Holdings and subsequent to the acquisition, the carrying amounts of the controlling and noncontrolling
interests were adjusted to reflect the relative effective common ownership interest in Charter Holdings. In addition to the common
units purchased and exchanged with A/N as noted above, other changes in Charter Holdings' ownership resulted in an increase to
noncontrolling interest of approximately $589 million and a corresponding decrease to additional paid-in capital of $589 million,
net of $225 million of deferred income taxes, for the year ended December 31, 2016. Noncontrolling interest and additional paid-
in-capital were also adjusted during the year ended December 31, 2017 due to the changes in Charter Holdings' ownership. These
adjustments resulted in a decrease to noncontrolling interest of approximately $362 million and a corresponding increase to
additional paid-in-capital of $362 million, net of $139 million of deferred income taxes, for the year ended December 31, 2017.
12. Accounting for Derivative Instruments and Hedging Activities
The Company uses derivative instruments to manage interest rate risk on variable debt and 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 May
2016, the Company entered into a collateral holiday agreement for 80% of both the 2031 and 2042 cross-currency swaps, which
eliminates the requirement to post collateral for three years. The fair value of the Company's cross-currency derivatives included
in other long-term liabilities on the Company's consolidated balance sheets was $25 million and $251 million as of December 31,
2017 and 2016, 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 cash flow hedges for accounting purposes, management continues to believe such instruments
are correlated with the respective debt, thus managing associated risk.
F- 27
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
The effect of financial instruments on the consolidated statements of operations is presented in the table below.
Gain (Loss) on Financial Instruments, Net:
Change in fair value of interest rate derivative instruments
Change in fair value of cross-currency derivative instruments
Foreign currency remeasurement of Sterling Notes to U.S. dollars
Loss on termination of interest rate derivative instruments
Loss reclassified from accumulated other comprehensive loss due to
discontinuance of hedge accounting
Year Ended December 31,
2016
2015
2017
$
$
5
$
226
(157)
—
(5)
69
$
$
8
(179)
279
(11)
(8)
89
$
5
—
—
—
(9)
(4)
Upon closing of the TWC Transaction, the Company acquired interest rate derivative instrument assets which were terminated
and settled with their respective counterparties in the second quarter of 2016 with an $88 million cash payment to the Company.
The termination resulted in an $11 million loss for the year ended December 31, 2016 which was recorded in gain (loss) on financial
instruments, net in the consolidated statements of operations. All of the Company's interest rate derivatives were expired as of
December 31, 2017.
13. Fair Value Measurements
The accounting guidance establishes a three-level hierarchy for disclosure of fair value measurements, based upon 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 December 31, 2017 and 2016 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, receivables, payables and other current assets and liabilities approximate fair
value because of the short maturity of those instruments.
A portion of the Company’s cash and cash equivalents as of December 31, 2017 and 2016 were invested in money market funds.
The money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange which
approximates fair value. The money market funds potentially subject the Company to concentration of credit risk. The amount
invested within any one financial instrument did not exceed $300 million and $250 million as of December 31, 2017 and 2016,
respectively. As of December 31, 2017 and 2016, there were no significant concentrations of financial instruments in a single
investee, industry or geographic location.
F- 28
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
The Company’s financial instruments that are accounted for at fair value on a recurring basis as of December 31, 2017 and
2016 are presented in the table below.
Assets
Money market funds
Liabilities
Cross-currency derivative instruments
December 31,
2017
2016
Level 1
Level 2
Level 1
Level 2
$
$
291
$
— $
1,205
$
—
— $
25
$
— $
251
A summary of the carrying value and fair value of the Company’s debt at December 31, 2017 and 2016 is as follows:
Debt
Senior notes and debentures
Credit facilities
December 31,
2017
2016
Carrying
Value
Fair Value
Carrying
Value
Fair Value
$
$
60,844
9,387
$
$
63,443
9,440
$
$
52,933
8,814
$
$
55,203
8,943
The estimated fair value of the Company’s senior notes and debentures as of December 31, 2017 and 2016 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.
Non-financial 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 upon a business combination and when there is evidence that an impairment may exist. No impairments
were recorded in 2017, 2016 and 2015.
14. 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:
Programming
Regulatory, connectivity and produced content
Costs to service customers
Marketing
Transition costs
Other
Year Ended December 31,
2016
2015
2017
$
$
10,596
2,064
7,780
2,420
124
3,557
26,541
$
$
7,034
1,467
5,654
1,707
156
2,637
18,655
$
$
2,678
435
1,880
629
72
732
6,426
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,
F- 29
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
costs directly related to providing video, Internet 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 applicable
season. 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 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. Transition costs represent incremental costs
incurred to integrate the TWC and Bright House operations and to increase the scale of the Company’s business as a result of the
Transactions. See Note 3. 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.
15. Other Operating Expenses, Net
Other operating expenses, net consist of the following for the years presented:
Merger and restructuring costs
Special charges, net
(Gain) loss on sale of assets, net
Merger and restructuring costs
Year Ended December 31,
2016
2017
2015
$
$
351
(21)
16
346
$
$
970
17
(2)
985
$
$
70
15
4
89
Merger and restructuring costs represent costs incurred in connection with merger and acquisition transactions and related
restructuring, such as advisory, legal and accounting fees, employee retention costs, employee termination costs related to the
Transactions and other exit costs. The Company expects to incur additional merger and restructuring costs in connection with the
Transactions. Changes in accruals for merger and restructuring costs from January 1, 2016 through December 31, 2017 are
presented below:
Employee
Retention
Costs
Employee
Termination
Costs
Transaction
and Advisory
Costs
Liability, December 31, 2015
Liability assumed in the Transactions
Costs incurred
Cash paid
Remaining liability, December 31, 2016
Costs incurred
Cash paid
Remaining liability, December 31, 2017
$
$
— $
80
26
(99)
7
4
(10)
1
$
— $
9
337
(102)
244
226
(298)
172
$
Other Costs
$
— $
—
41
(41)
—
33
3
318
(329)
25
4
(12)
17
$
68
(60)
8
$
Total
33
92
722
(571)
276
302
(380)
198
In addition to the costs indicated above, the Company recorded $49 million and $248 million of expense related to accelerated
vesting of equity awards of terminated employees for the years ended December 31, 2017 and 2016, respectively.
Special charges, net
Special charges, net primarily includes employee termination costs not related to the Transactions and net amounts of litigation
settlements. In 2017, special charges, net also includes a $101 million benefit related to the remeasurement of the TRA liability
F- 30
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
as a result of the enactment of the Tax Cuts & Jobs Act (“Tax Reform”) in December 2017 (see Note 17) offset by an $83 million
charge related to the Company's withdrawal liability from a multiemployer pension plan.
(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.
16. Stock Compensation Plans
Charter’s 2009 Stock Incentive Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation
rights, dividend equivalent rights, performance units and performance shares, share awards, phantom stock, restricted stock units
and restricted stock. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing
consulting services for the Company, are eligible for grants under the 2009 Stock Incentive Plan. The 2009 Stock Incentive Plan
allows for the issuance of up to 21 million shares of Charter Class A common stock (or units convertible into Charter Class A
common stock).
At the closing of the TWC Transaction, Legacy TWC employee equity awards were converted into Charter Class A common stock
equity awards on the same terms and conditions as were applicable under the Legacy TWC equity awards, except that the number
of shares covered by each award and the option exercise prices were adjusted for the Stock Award Exchange Ratio (as defined in
the Merger Agreement) such that the intrinsic value of the converted TWC awards was approximately equal to that of the original
awards at the closing of the Transactions. The converted TWC awards continue to be subject to the terms of the Legacy TWC
equity plans. The Parent Merger Exchange Ratio was also applied to outstanding Legacy Charter equity awards and option exercise
prices; however, the terms of the equity awards did not change as a result of the Transactions.
Charter Stock options and restricted stock units cliff vest upon the three year anniversary of each 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. Legacy
TWC restricted stock units that were converted into Charter restricted stock units generally vest 50% on each of the third and
fourth anniversary of the grant date.
As of December 31, 2017, total unrecognized compensation remaining to be recognized in future periods totaled $211 million for
stock options, $1 million for restricted stock and $173 million for restricted stock units and the weighted average period over
which they are expected to be recognized is 3 years for stock options, 4 months for restricted stock and 2 years for restricted stock
units. The Company recorded $261 million, $244 million and $78 million of stock compensation expense for the years ended
December 31, 2017, 2016 and 2015, respectively, which is included in operating costs and expenses. The Company also recorded
$49 million and $248 million of expense for the years ended December 31, 2017 and 2016, respectively, related to accelerated
vesting of equity awards of terminated employees which is recorded in merger and restructuring costs.
F- 31
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
A summary of the activity for the Company’s stock options (after applying the Parent Merger Exchange Ratio) for the years
ended December 31, 2017, 2016 and 2015, is as follows (shares in thousands, except per share data):
2017
Weighted
Average
Exercise
Price
Shares
Year Ended December 31,
2016
Aggregate
Intrinsic
Value
Shares
Weighted
Average
Exercise
Price
Aggregate
Intrinsic
Value
Shares
2015
Weighted
Average
Exercise
Price
Aggregate
Intrinsic
Value
Outstanding, beginning of
period
Granted
9,592
$ 181.39
1,175
$ 302.87
Converted TWC awards
— $
—
3,923
$ 122.03
5,999
$ 218.91
839
$
86.46
3,336
$
95.42
1,176
$ 177.14
— $
—
(1,044) $ 124.32
$
219
(1,015) $
96.33
$
146
(524) $
72.27
$
68
Outstanding, end of period
9,649
$ 201.83
$
1,295
9,592
$ 181.39
(74) $ 251.63
(154) $ 173.98
(65) $ 155.23
3,923
$ 122.03
Exercised
Canceled
Weighted average remaining
contractual life
Options exercisable, end of
period
Options expected to vest,
end of period
8 years
8 years
7 years
1,734
$
90.56
7,915
$ 226.20
$
$
425
1,665
$
71.71
1,224
$
61.88
869
Weighted average fair value
of options granted
$ 73.67
$ 47.42
$ 66.20
A summary of the activity for the Company’s restricted stock (after applying the Parent Merger Exchange Ratio) for the years
ended December 31, 2017, 2016 and 2015, is as follows (shares in thousands, except per share data):
Outstanding, beginning of period
Granted
Vested
Canceled
Outstanding, end of period
2017
Year Ended December 31,
2016
2015
Weighted
Average
Grant
Price
Shares
Weighted
Average
Grant
Price
Shares
Weighted
Average
Grant
Price
Shares
$ 231.81
10
10
$ 343.10
(10) $ 231.81
—
— $
$ 343.10
10
197
10
(197) $
— $
10
65.79
$
$ 231.83
65.79
—
$ 231.81
390
6
(199) $
— $
$
197
63.30
$
$ 201.34
65.16
—
65.79
F- 32
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
A summary of the activity for the Company’s restricted stock units (after applying the Parent Merger Exchange Ratio) for the years
ended December 31, 2017, 2016 and 2015, is as follows (shares in thousands, except per share data):
2017
Year Ended December 31,
2016
2015
Weighted
Average
Grant
Price
Shares
Weighted
Average
Grant
Price
Shares
Weighted
Average
Grant
Price
Shares
Outstanding, beginning of period
Granted
Converted TWC awards
Vested
Canceled
Outstanding, end of period
17. Income Taxes
— $
3,313
285
$ 192.41
$ 302.76
—
(1,159) $ 216.21
(48) $ 234.99
$ 192.96
2,391
$ 150.96
337
$ 213.09
895
4,162
$ 224.90
(1,739) $ 219.60
(342) $ 219.91
$ 192.41
3,313
294
148
$ 115.01
$ 179.17
—
— $
(90) $
78.65
(15) $ 155.43
$ 150.96
337
Substantially all of the Company’s operations are held through Charter Holdings and its direct and indirect subsidiaries. Charter
Holdings and the majority of its subsidiaries are generally limited liability companies that are not subject to income tax. However,
certain of these limited liability companies are subject to state income tax. In addition, the subsidiaries that are corporations are
subject to income tax. Generally, the taxable income, gains, losses, deductions and credits of Charter Holdings are passed through
to its members, Charter and A/N. Charter is responsible for its share of taxable income or loss of Charter Holdings allocated to it
in accordance with the Charter Holdings Limited Liability Company Agreement ("LLC Agreement") and partnership tax rules
and regulations. As a result, Charter's primary deferred tax component recorded in the consolidated balance sheets relates to its
excess financial reporting outside basis, excluding amounts attributable to nondeductible goodwill, over Charter's tax basis in the
investment in Charter Holdings.
Charter Holdings, the indirect owner of the Company’s cable systems, generally allocates its taxable income, gains, losses,
deductions and credits proportionately according to the members’ respective ownership interests, except for special allocations
required under Section 704(c) of the Internal Revenue Code and the Treasury Regulations (“Section 704(c)”). Pursuant to Section
704(c) and the LLC Agreement, each item of income, gain, loss and deduction with respect to any property contributed to the
capital of the partnership shall, solely for tax purposes, be allocated among the members so as to take into account any variation
between the adjusted basis of such property to the partnership for U.S. federal income tax purposes and its initial gross asset value
using the “traditional method” as described in the Treasury Regulations.
F- 33
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
Income Tax Benefit
For the years ended December 31, 2017, 2016, and 2015, the Company recorded deferred income tax benefit as shown below.
The tax provision in future periods will vary based on current and future temporary differences, as well as future operating results.
Current expense:
Federal income taxes
State income taxes
Current income tax expense
Deferred benefit:
Federal income taxes
State income taxes
Deferred income tax benefit
Income tax benefit
Year Ended December 31,
2016
2015
2017
$
$
(4) $
(25)
(29)
9,082
34
9,116
9,087
$
(4) $
(29)
(33)
2,549
409
2,958
2,925
$
(1)
(4)
(5)
53
12
65
60
Income tax benefit for the year ended December 31, 2017 was recognized primarily as a result of the enactment of Tax Reform
in December 2017. Among other things, the primary provisions of Tax Reform impacting us are the reductions to the U.S. corporate
income tax rate from 35% to 21% and temporary 100% bonus depreciation for certain assets. The change in tax law required the
Company to remeasure existing net deferred tax liabilities using the lower rate in the period of enactment resulting in an income
tax benefit of approximately $9.3 billion to reflect these changes in the year ended December 31, 2017. The Company has reported
provisional amounts for the income tax effects of Tax Reform for which the accounting is incomplete but a reasonable estimate
could be determined. There were no specific impacts of Tax Reform that could not be reasonably estimated which the Company
accounted for under prior tax law. Based on a continued analysis of the estimates and further guidance on the application of the
law, it is anticipated that additional revisions may occur throughout the allowable measurement period. Overall, the changes due
to Tax Reform will favorably affect income tax expense on future U.S. earnings. Income tax benefit for the year ended December 31,
2017 was also increased by approximately $88 million due to the recognition of excess tax benefits resulting from share based
compensation as a component of the provision for income taxes following the prospective application of Accounting Standards
Update (“ASU”) No. 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”) on January 1,
2017. See Note 22.
Income tax benefit for the year ended December 31, 2016 was recognized primarily through the reversal of approximately $3.3
billion of valuation allowance (see further discussion below), net of tax effect of permanent differences, a decrease to the anticipated
blended state rate applied to Legacy Charter deferred tax balances as a result of the Transactions, a change in a state tax law, and
prior to the closing of the Transactions, increases (decreases) in deferred tax liabilities related to Charter’s franchises which are
characterized as indefinite-lived for book financial reporting purposes.
Prior to July 2, 2015, Charter Communications Holding Company, LLC ("Charter Holdco") was treated as a partnership for tax
purposes. Effective on July 2, 2015, Charter elected to treat two of its wholly owned subsidiaries as disregarded entities for federal
and state income tax purposes (the “Election”). The subsidiaries that made the Election were two of the three partners in Charter
Holdco. This Election resulted in a deemed liquidation of Charter Holdco into Charter solely for federal and state income tax
purposes, and resulted in a net increase of $638 million to the tax basis of Charter Holdco’s amortizable and depreciable assets.
After the Election, all taxable income, gains, losses, deductions and credits of Charter Holdco and its indirect limited liability
company subsidiaries were treated as income of Charter. In addition, the indirect subsidiaries of Charter Holdco that are corporations
joined the Charter consolidated group. The impact of the Election to the Charter income tax provision, net of valuation allowance,
was $187 million of income tax benefit recorded as a discrete tax event during the year ended December 31, 2015.
F- 34
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
The Company’s effective tax rate differs from that derived by applying the applicable federal income tax rate of 35% for the
years ended December 31, 2017, 2016, and 2015, respectively, as follows:
Statutory federal income taxes
Statutory state income taxes, net
Nondeductible expenses
Net income attributable to noncontrolling interest
Change in valuation allowance
Excess stock compensation
Organizational restructuring
Federal tax credits
Tax rate changes
Other
Income tax benefit
Year Ended December 31,
2016
2017
2015
$
$
(360) $
(34)
(21)
84
14
88
—
21
9,293
2
9,087
$
(288) $
(36)
(62)
78
3,171
—
—
16
65
(19)
2,925
$
116
(4)
(12)
—
(250)
—
187
18
4
1
60
The change in the valuation allowance above differs from the change between the beginning and ending valuation allowance below
due to a change in certain deferred tax assets and the corresponding establishment of a valuation allowance which results in no
impact to the consolidated statements of operations.
Deferred Tax Assets (Liabilities)
The tax effects of these temporary differences that give rise to significant portions of the deferred tax assets and deferred tax
liabilities at December 31, 2017 and 2016 are presented below.
Deferred tax assets:
Loss carryforwards
Accrued and other
Total gross deferred tax assets
Less: valuation allowance
Deferred tax assets
Deferred tax liabilities:
Investment in partnership
Accrued and other
Deferred tax liabilities
Net deferred tax liabilities
December 31,
2017
2016
$
$
$
$
2,657
287
2,944
(137)
2,807
$
$
(20,107) $
(14)
(20,121)
(17,314) $
4,127
243
4,370
(200)
4,170
(30,832)
(3)
(30,835)
(26,665)
The deferred tax liabilities on the investment in partnership above includes approximately $32 million and $25 million net deferred
tax liabilities relating to certain indirect subsidiaries that file separate state income tax returns at December 31, 2017 and 2016,
respectively.
Valuation Allowance
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or
all of the deferred tax assets will be realized. In evaluating the need for a valuation allowance, management takes into account
various factors, including the expected level of future taxable income, available tax planning strategies and reversals of existing
F- 35
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
taxable temporary differences. Due to Legacy Charter’s history of losses, Legacy Charter was historically unable to assume future
taxable income in its analysis and accordingly valuation allowances were established against the deferred tax assets, net of deferred
tax liabilities, from definite-lived assets for book accounting purposes. However, as a result of the TWC Transaction, deferred tax
liabilities resulting from the book fair value adjustment increased significantly and future taxable income that will result from the
reversal of existing temporary differences for which deferred tax liabilities are recognized, is sufficient to conclude it is more
likely than not that the Company will realize substantially all of its deferred tax assets. As a result, Charter reversed approximately
$3.3 billion of its valuation allowance and recognized a corresponding income tax benefit in the consolidated statements of
operations for the year ended December 31, 2016. As of December 31, 2017 and 2016, approximately $87 million and $145
million, respectively, of the valuation allowance is associated with federal tax net operating loss carryforwards acquired in the
TWC Transaction and approximately $50 million and $55 million, respectively, of the valuation allowance is associated with state
tax loss carryforwards and tax credits.
Net Operating Loss Carryforwards
As of December 31, 2017, Charter had approximately $10.9 billion of federal tax net operating loss carryforwards resulting in a
gross deferred tax asset of approximately $2.3 billion. Federal tax net operating loss carryforwards expire in the years 2018
through 2035. These losses resulted from the operations of Charter Holdco and its subsidiaries. In addition, as of December 31,
2017, Charter had state tax net operating loss carryforwards, resulting in a gross deferred tax asset (net of federal tax benefit) of
approximately $359 million. State tax net operating loss carryforwards generally expire in the years 2018 through 2037.
Upon closing of the TWC Transaction, Charter experienced a third “ownership change” as defined in Section 382 of the Internal
Revenue Code; resulting in a third set of limitations on Charter’s use of its existing federal and state net operating losses, capital
losses, and tax credit carryforwards. Both the first ownership change limitations that applied as a result of Legacy Charter’s
emergence from bankruptcy in 2009 and second ownership change limitations that applied as a result of Liberty Media Corporation’s
purchase in 2013 of a 27% beneficial interest in Legacy Charter will also continue to apply. As of December 31, 2017, all of
Charter's federal tax loss carryforwards are subject to Section 382 and other restrictions. Pursuant to these restrictions, Charter
estimates that approximately $8.7 billion in 2018, $654 million in 2019 and an additional $226 million annually over each of the
next five years of federal tax loss carryforwards should become unrestricted and available for Charter’s use. An additional $415
million is currently subject to a valuation allowance. Since the limitation amounts accumulate for future use to the extent they
are not utilized in any given year, Charter believes its loss carryforwards should become fully available to offset future taxable
income. Charter’s state loss carryforwards are subject to similar, but varying, limitations on their future use. If Charter was to
experience another “ownership change” in the future, its ability to use its loss carryforwards could be subject to further limitations.
Tax Receivable Agreement
Under the LLC Agreement, A/N has rights to: (1) convert at any time some or all of its preferred units in Charter Holdings for
common units in Charter Holdings, and (2) exchange at any time some or all of its common units in Charter Holdings for Charter’s
Class A common stock or cash, at Charter’s option. Pursuant to a Tax Receivable Agreement ("TRA") between Charter and A/N,
Charter must pay to A/N 50% of the tax benefit when realized by Charter from the step-up in tax basis resulting from any future
exchange or sale of the preferred and common units. Charter did not record a liability for this obligation as of the acquisition date
since the tax benefit is dependent on uncertain future events that are outside of Charter’s control, such as the timing of a conversion
or exchange. A future exchange or sale is not based on a fixed and determinable date and the exchange or sale is not certain to
occur. If all of A/N's partnership units were to be exchanged or sold in the future, the undiscounted value of the obligation is
currently estimated to be in the range of zero to $3 billion depending on measurement of the tax step-up in the future and Charter’s
ability to realize the tax benefit in the periods following the exchange or sale. Factors impacting these calculations include, but
are not limited to, the fair value of the equity at the time of the exchange and the effective tax rates when the benefits are realized.
In connection with the Letter Agreement between Charter and A/N (see Note 19) whereby 1.3 million and 1.9 million Charter
Holdings common units held by A/N during the year ended December 31, 2017 and 2016, respectively, were exchanged for shares
of Charter Class A common stock for an aggregate purchase price of $400 million and $537 million, respectively, an immediate
step-up of $487 million and $580 million, respectively, in the tax basis of the assets of Charter Holdings occurred. As it relates
to the exchange and tax step-up, a net deferred tax asset of approximately $85 million and $82 million, respectively, was recorded
and a resulting TRA liability owed to A/N of $118 million and $137 million, respectively, which, as a transaction with a shareholder,
was recorded directly to additional paid in capital, net of tax during the year ended December 31, 2017 and 2016. The TRA liability
is recorded on an iterative, undiscounted basis. The TRA liability was remeasured as a result of the enactment of Tax Reform
F- 36
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
resulting in a $101 million benefit recorded to other operating expenses, net. See Note 15. Following such remeasurement, the
TRA liability of $154 million is reflected in other long-term liabilities on the consolidated balance sheets as of December 31, 2017
and 2016.
Uncertain Tax Positions
In connection with the TWC Transaction, the Company assumed $181 million of gross unrecognized tax benefits, exclusive of
interest and penalties, which are recorded within other long-term liabilities. The net amount of the unrecognized tax benefits
recorded as of December 31, 2017 that could impact the effective tax rate is $171 million. The Company has determined that it
is reasonably possible that its existing reserve for uncertain tax positions as of December 31, 2017 could decrease by approximately
$58 million during the year ended December 31, 2018 related to various ongoing audits, settlement discussions and expiration of
statute of limitations with various state and local agencies; 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. A reconciliation of the beginning and ending amount
of unrecognized tax benefits, exclusive of interest and penalties, included in other long-term liabilities on the accompanying
consolidated balance sheets of the Company is as follows:
BALANCE, December 31, 2015
Additions on prior year tax positions
Additions on current year tax positions
Additions on tax positions assumed in the TWC Transaction
Reductions on settlements and expirations with taxing authorities
BALANCE, December 31, 2016
Additions on prior year tax positions
Additions on current year tax positions
Reductions on settlements and expirations with taxing authorities
BALANCE, December 31, 2017
$
$
$
5
1
7
181
(22)
172
1
12
(21)
164
The Company recognizes interest and penalties accrued on uncertain income tax positions as part of the income tax provision.
Interest and penalties included in other long-term liabilities on the accompanying consolidated balance sheets of the Company
were $39 million and $34 million as of December 31, 2017 and 2016, respectively.
No tax years for Charter, Charter Holdings, or Charter Communications Holding Company, LLC for income tax purposes, are
currently under examination by the Internal Revenue Service ("IRS"). Charter and Charter Holdings' 2016 and 2017 tax years
remain open for examination and assessment. Legacy Charter’s tax years ending 2014 through the short period return dated May
17, 2016 remain subject to examination and assessment. Years prior to 2014 remain open solely for purposes of examination of
Legacy Charter’s loss and credit carryforwards. The IRS is currently examining Legacy TWC’s income tax returns for 2011 through
2014. Legacy TWC’s tax year 2015 remains subject to examination and assessment. Prior to Legacy TWC’s separation from
Time Warner Inc. (“Time Warner”) in March 2009 (the “Separation”), Legacy TWC was included in the consolidated U.S. federal
and certain state income tax returns of Time Warner. The IRS is currently examining Time Warner’s 2008 through 2010 income
tax returns. Time Warner’s income tax returns for 2005 to 2007, which are periods prior to the Separation, were settled with the
exception of an immaterial item that has been referred to the IRS Appeals Division. 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 year ended December 31, 2017, nor does the Company anticipate a material
impact in the future.
18.
Earnings (Loss) Per Share
Basic earnings (loss) per common share is computed by dividing net income (loss) attributable to Charter shareholders by the
F- 37
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
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.
Basic loss per common share equaled diluted loss per common share for the year ended December 31, 2015 because the Company
incurred a net loss during those periods. The following is the computation of diluted earnings per common share for the years
presented.
Numerator:
Net income attributable to Charter shareholders
Effect of dilutive securities:
Charter Holdings common units
Charter Holdings convertible preferred units
Net income attributable to Charter shareholders after assumed conversions
Denominator:
Weighted average common shares outstanding, basic
Effect of dilutive securities:
Assumed exercise or issuance of shares relating to stock plans
Weighted average Charter Holdings common units
Weighted average Charter Holdings convertible preferred units
Weighted average common shares outstanding, diluted
Basic earnings per common share attributable to Charter shareholders
Diluted earnings per common share attributable to Charter shareholders
19. Related Party Transactions
Year Ended December 31,
2016
2017
9,895
$
3,522
69
150
10,114
$
129
93
3,744
256,720,715
206,539,100
4,012,145
26,637,596
9,333,500
296,703,956
3,088,871
19,333,227
5,830,241
234,791,439
38.55
34.09
$
$
17.05
15.94
$
$
$
$
The following sets forth certain transactions in which the Company and the directors, executive officers, and affiliates of the
Company are involved or, in the case of the management arrangements, subsidiaries that are debt issuers that pay certain of their
parent companies for services.
Charter is a party to management arrangements with Spectrum Management Holding Company, LLC ("Spectrum Management")
and certain of their subsidiaries. Under these agreements, Charter, Spectrum Management and Charter Holdco provide management
services for the cable systems owned or operated by their subsidiaries. Costs associated with providing these services are charged
directly to the Company’s operating subsidiaries. All other costs incurred on behalf of Charter’s operating subsidiaries are
considered a part of the management fee. These costs are recorded as a component of operating costs and expenses, in the
accompanying consolidated financial statements. The management fee charged to the Company’s operating subsidiaries
approximated the expenses incurred by Spectrum Management, Charter Holdco and Charter on behalf of the Company’s operating
subsidiaries in 2017, 2016 and 2015.
Liberty Broadband and A/N
On May 23, 2015, in connection with the execution of the Merger Agreement and the amendment of the Contribution Agreement,
Charter entered into the Amended and Restated Stockholders Agreement with Liberty Broadband, A/N and Legacy Charter (the
“Stockholders Agreement”) and the LLC Agreement with Liberty Broadband and A/N. As of the closing of the Merger Agreement
and the Contribution Agreement on May 18, 2016, the Stockholders Agreement replaced Legacy Charter’s existing stockholders
agreement with Liberty Broadband, dated September 29, 2014, and superseded the amended and restated stockholders agreement
among Legacy Charter, Charter, Liberty Broadband and A/N, dated March 31, 2015.
F- 38
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
Under the terms of the Stockholders Agreement, the number of Charter’s directors is fixed at 13, and includes its CEO. Upon the
closing of the Bright House Transaction, two designees selected by A/N became members of the board of directors of Charter and
three designees selected by Liberty Broadband continued as 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 the Company (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. Upon the closing of the Bright House Transaction, Mr. Thomas Rutledge, the Company’s
CEO, became the chairman of the board of Charter.
In December 2016, Charter and A/N entered into a 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 once Charter or Charter Holdings have repurchased shares of Class A common stock or Charter Holdings common units
from A/N and its affiliates for an aggregate purchase price of $537 million, which threshold has been met. On December 21, 2017,
Charter and A/N entered into an amendment to the Letter Agreement resetting the aggregate purchase price to $400 million. See
Note 11. Pursuant to the TRA between Charter and A/N, Charter must pay to A/N 50% of the tax benefit when realized by Charter
from the step-up in tax basis resulting from any future exchange or sale of the preferred and common units. See Note 17 for more
information.
The Company is aware that Dr. John Malone may be deemed to have a 39.2% voting interest in Liberty Interactive and is Chairman
of the board of directors, an executive officer position, of Liberty Interactive. Liberty Interactive wholly owns HSN, Inc. (“HSN”)
and QVC, Inc. (“QVC”). The Company has programming relationships with HSN and QVC which pre-date the transaction with
Liberty Media Corporation. For the years ended December 31, 2017, 2016 and 2015, the Company recorded revenue in aggregate
of approximately $77 million, $53 million and $17 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, each a member of Charter’s board of directors, also serve on the board of directors of Discovery
Communications, Inc., (“Discovery”). The Company is aware that Dr. Malone owns 93.6% of the series B common stock of
Discovery, 6% of the series C common stock of Discovery and has a 28.1% 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 in which Mr. Miron
is the CEO, owns 100% of the Series A preferred stock of Discovery and 100% of the Series C preferred stock of Discovery and
has a 31.1% voting interest for the election of directors. A/N PP has the right to appoint three directors out of a total of eleven
directors to Discovery’s board to be elected by the holders of Discovery’s Series A preferred stock. In addition, Dr. Malone is a
member of the board of directors of Lions Gate Entertainment Corp. ("Lions Gate," parent company of Starz, Inc.) and owns
approximately 5.5% in the aggregate of the common stock of Lions Gate and has 7.9% of the voting power, pursuant to his
ownership of Lions Gate Class A voting shares. The Company purchases programming from both Discovery and Lions Gate
pursuant to agreements entered into prior to Dr. Malone and Mr. Miron joining Charter’s board of directors. Based on publicly
available information, the Company does not believe that either Discovery or Lions Gate would currently be considered related
parties. The amounts paid in the aggregate to Discovery and Lions Gate represent less than 3% of total operating costs and expenses
for the years ended December 31, 2017, 2016 and 2015.
Equity Investments
The Company has agreements with certain equity-method investees (see Note 7) pursuant to which the Company has made or
received related party transaction payments. The Company recorded payments to equity-method investees totaling $317 million,
$171 million and $28 million during the years ended December 31, 2017, 2016 and 2015, respectively. The Company recorded
advertising revenues from transactions with equity-method investees totaling $9 million and $7 million during the years ended
F- 39
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
December 31, 2017 and 2016, respectively. There were no advertising revenues received in 2015.
20.
Commitments and Contingencies
Commitments
The following table summarizes the Company’s payment obligations as of December 31, 2017 for its contractual obligations.
Capital and Operating Lease Obligations (a)
Programming Minimum Commitments (b)
Other (c)
Total
$ 1,512
164
13,626
$ 15,302
2018
2019
2020
2021
2022
$
286
103
1,917
$ 2,306
$
235
39
1,031
$ 1,305
$
199
22
839
$ 1,060
$
$
165
—
653
818
$
$
132
—
499
631
Thereafter
495
$
—
8,687
9,182
$
(a) The Company leases certain facilities and equipment under non-cancelable capital and operating leases. Capital lease
obligations represented $123 million of total capital and operating lease obligations as of December 31, 2017. Leases and
rental costs charged to expense for the years ended December 31, 2017, 2016 and 2015 were $321 million, $215 million, $49
million, respectively.
(b) The Company pays programming fees under multi-year contracts ranging from three to ten years, typically based on a flat
fee per customer, which may be fixed for the term, or may in some cases escalate over the term. Programming costs included
in the statement of operations were $10.6 billion, $7.0 billion and $2.7 billion for the years ended December 31, 2017, 2016
and 2015 respectively. Certain of the Company’s programming agreements are based on a flat fee per month or have guaranteed
minimum payments. The table sets forth the aggregate guaranteed minimum commitments under the Company’s programming
contracts.
“Other” represents other guaranteed minimum commitments, including rights negotiated directly with content owners for
distribution on company-owned channels or networks, commitments related to our role as an advertising and distribution
sales agent for third party-owned channels or networks, commitments to our customer premise equipment vendors and
contractual obligations related to third-party network augmentation.
(c)
The following items are not included in the contractual obligation table due to various factors discussed below. However, the
Company incurs these costs as part of its operations:
• The Company rents utility poles used in its operations. Generally, pole rentals are cancelable on short notice, but the Company
anticipates that such rentals will recur. Rent expense incurred for pole rental attachments for the years ended December 31,
2017, 2016 and 2015 was $167 million, $115 million and $53 million, respectively.
• The Company pays franchise fees under multi-year franchise agreements based on a percentage of revenues generated from
video service per year. The Company also pays other franchise related costs, such as public education grants, under multi-
year agreements. Franchise fees and other franchise-related costs included in the accompanying statement of operations were
$705 million, $534 million and $212 million for the years ended December 31, 2017, 2016 and 2015 respectively.
• The Company has $291 million in letters of credit, of which $137 million is secured under the Charter Operating credit facility,
primarily to its various casualty carriers as collateral for reimbursement of workers' compensation, auto liability and general
liability claims.
• Minimum pension funding requirements have not been presented in the table above as such amounts have not been determined
beyond 2017. The Company made no cash contributions to the qualified pension plans in 2017; however, the Company is
permitted to make discretionary cash contributions to the qualified pension plans in 2018. For the nonqualified pension plan,
the Company contributed $18 million during 2017 and will continue to make contributions in 2018 to the extent benefits are
paid.
Legal Proceedings
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 between Charter, TWC, A/N, and Liberty
Broadband announced by Charter on May 26, 2015. The lawsuit names as defendants Liberty Broadband, Legacy Charter, the
board of directors of Charter, and Charter. Plaintiff alleges that the Liberty Transactions improperly benefit Liberty Broadband at
F- 40
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
the expense of other Charter shareholders. Charter filed a motion to dismiss this litigation. The Court of Chancery has not yet
made a final ruling on the motion to dismiss. Charter denies any liability, believes that it has substantial defenses, and intends to
vigorously defend this suit. 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 Legacy
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
Legacy 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 U.S. District Court for the
District of Kansas alleging that Legacy TWC infringed certain U.S. patents purportedly relating to Voice over Internet Protocol
(“VoIP”) services. A trial began on February 13, 2017. On March 3, 2017 the jury returned a verdict of $140 million against
Legacy TWC and further concluded that Legacy 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 appealed the case to the United States Court of
Appeals for the Federal Circuit. In addition to its appeal, the Company continues to pursue indemnity from one of its vendors.
The impact of the verdict was reflected in the measurement period adjustments to net current liabilities as described in Note 3. The
Company does not expect that the outcome of this litigation will have a material adverse effect on its operations or financial
condition. The ultimate outcome of this litigation or the pursuit of indemnity against the Company’s vendor cannot be predicted.
Subsequently, on December 2, 2017, Sprint filed suit against Charter in the United States District Court for the District of Delaware.
The new suit alleges infringement of 15 patents related to the Company's provision of voice services (ten of which were already
asserted against Legacy TWC in the matter described above). Charter is investigating the allegations and will vigorously defend
this case. While the Company is unable to predict the outcome of its investigations, it does not expect that this litigation will have
a material effect on its operations, financial condition, or cash flows.
On October 23, 2015, the New York Office of the Attorney General (the “NY AG”) began an investigation of Legacy TWC's
advertised Internet speeds and other Internet product advertising. On February 1, 2017, the NY AG filed suit in the Supreme Court
for the State of New York alleging that Legacy TWC's advertising of Internet speeds was false and misleading. The suit seeks
restitution and injunctive relief. The Company has moved to dismiss the NY AG’s complaint and the Company intends to defend
itself vigorously. Although no assurances can be made that such defenses would ultimately be successful, the Company does not
expect that the outcome of this litigation will have a material adverse effect on its operations, financial condition or cash flows.
The Company is a defendant or co-defendant in several additional lawsuits involving alleged infringement of various patents
relating to various aspects of its businesses. Other industry participants are also defendants in certain of these cases. In the event
that a court ultimately determines that the Company infringes on any intellectual property rights, 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 patents 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.
The Company is party to 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.
F- 41
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
21. Employee Benefit Plans
Pension Plans
The Company sponsors two qualified defined benefit pension plans, the TWC Pension Plan and the TWC Union Pension Plan,
that provide pension benefits to a majority of Legacy TWC employees. The Company also provides a nonqualified defined benefit
pension plan for certain employees under the TWC Excess Pension Plan.
Changes in the projected benefit obligation, fair value of plan assets and funded status of the pension plans from January 1 through
December 31 are presented below:
Projected benefit obligation at beginning of year
Benefit obligation assumed in the TWC Transaction
Service cost
Interest cost
Curtailment amendment
Actuarial (gain) loss
Settlement
Benefits paid
Projected benefit obligation at end of year
Accumulated benefit obligation at end of year
Fair value of plan assets at beginning of year
Fair value of plan assets acquired in the TWC Transaction
Actual return on plan assets
Employer contributions
Settlement
Benefits paid
Fair value of plan assets at end of year
Funded status
2017
2016
$
3,260
$
—
—
133
—
406
(185)
(45)
3,569
3,569
2,946
—
539
18
(185)
(45)
3,273
$
$
$
$
(296) $
$
$
$
$
$
—
4,009
86
87
(675)
(149)
—
(98)
3,260
3,260
—
2,877
162
5
—
(98)
2,946
(314)
The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the qualified pension plans and
the nonqualified pension plan as of December 31, 2017 and 2016 consisted of the following:
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
Qualified Pension Plans
Nonqualified Pension Plan
December 31,
December 31,
2017
2016
2017
2016
$
$
$
3,528
3,528
3,273
$
$
$
3,204
3,204
2,946
$
$
$
41
41
$
$
— $
56
56
—
F- 42
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
Pretax amounts recognized in the consolidated balance sheet as of December 31, 2017 and 2016 consisted of the following:
Noncurrent asset
Current liability
Long-term liability
Net amounts recognized in consolidated balance sheet
December 31,
2017
2016
$
$
$
1
(5)
(292)
(296) $
The components of net periodic benefit costs for the years ended December 31, 2017 and 2016 consisted of the following:
Service cost
Interest cost
Expected return on plan assets
Pension curtailment gain
Remeasurement (gain) loss
Net periodic pension (benefit) cost
Year Ended December 31,
2017
2016
$
$
— $
133
(189)
—
55
(1) $
1
(6)
(309)
(314)
86
87
(116)
(675)
(195)
(813)
During the year ended December 31, 2017, lump-sum distributions to qualified and nonqualified pension plan participants exceeded
the estimated annual interest cost of the plans resulting in a settlement for accounting purposes. As a result, the pension liability
and pension asset values were reassessed as of September 30, 2017 utilizing remeasurement date assumptions in accordance with
the Company's mark-to-market pension accounting policy to record gains and losses in the period in which a remeasurement event
occurs. The $55 million remeasurement loss recorded during the year ended December 31, 2017 was primarily driven by the
adoption of the revised lump sum conversion mortality tables published by the IRS effective January 1, 2018 and the effects of a
decrease of the discount rate from 4.20% at December 31, 2016 to 3.68% at December 31, 2017, partially offset by an actuarial
gain on pension asset actual returns. Approximately $30 million of the remeasurement loss was recorded for the interim
remeasurement event as of September 30, 2017 and $25 million was recorded for the annual remeasurement as of December 31,
2017.
The $195 million remeasurement gain recorded during the year ended December 31, 2016 was primarily driven by the effects of
an increase of the discount rate from 3.99% at the closing date of the TWC Transaction to 4.20% at December 31, 2016 and a gain
to record pension assets at December 31, 2016 fair values.
The discount rates used to determine benefit obligations as of December 31, 2017 and 2016 were 3.68% and 4.20%, respectively.
The Company utilized the RP 2015/MP2015 mortality tables published by the Society of Actuaries to measure the benefit obligations
as of December 31, 2017 and 2016.
Weighted average assumptions used to determine net periodic benefit costs for the years ended December 31, 2017 and 2016
consisted of the following:
Expected long-term rate of return on plan assets
Discount rate (a)
Rate of compensation increase (b)
F- 43
Year ended December 31,
2017
2016
6.50%
3.88%
—%
6.50%
3.72%
—%
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
(a) The discount rate used to determine net periodic pension benefit was 4.20% from January 1, 2017 through remeasurement
date (September 30, 2017), and was 3.88% from remeasurement date through December 31, 2017. The discount rate used to
determine net periodic pension benefit was 3.99% from the closing date of the TWC Transaction through remeasurement date
(June 30, 2016), and was 3.72% from remeasurement date through December 31, 2016.
(b) The rate of compensation increase used to determine net periodic pension benefit was 4.25% from the closing date of the
TWC Transaction through remeasurement date (June 30, 2016), and 0% thereafter. See “Pension Plan Curtailment
Amendment” below for further discussion.
In developing the expected long-term rate of return on plan assets, the Company considered the pension portfolio’s composition,
past average rate of earnings and the Company’s future asset allocation targets. The weighted average expected long-term rate of
return on plan assets and discount rate used to determine net periodic pension benefit for the year ended December 31, 2018 are
expected to be 6.50% and 3.68%, respectively. The Company determined the discount rates used to determine benefit obligations
and net periodic pension benefit based on the yield of a large population of high quality corporate bonds with cash flows sufficient
in timing and amount to settle projected future defined benefit payments.
Pension Plan Curtailment Amendment
Following the closing of the TWC Transaction, Charter amended the pension plans to freeze future benefit accruals to current
active plan participants as of August 31, 2016. Effective September 1, 2016, no future compensation increases or future service
will be credited to participants of the pension plans and new hires are not eligible to participate in the plans. Upon announcement
and approval of the plan amendment, the assumptions underlying the pension liability and pension asset values were reassessed
utilizing remeasurement date assumptions in accordance with Charter’s mark-to-market pension accounting policy to record gains
and losses in the period in which a remeasurement event occurs. The $675 million curtailment gain recorded during the year ended
December 31, 2016 was primarily driven by the reduction of the compensation rate assumption to 0% in accordance with the terms
of the plan amendment, reflecting the pension liability at its accumulated benefit obligation instead of its projected benefit obligation
at the remeasurement date.
Pension Plan Assets
The assets of the qualified pension plans are held in a master trust in which the qualified pension plans are the only participating
plans (the “Master Trust”). The investment policy for the qualified pension plans is to manage the assets of the Master Trust with
the objective to provide for pension liabilities to be met, maintaining retirement income security for the participants of the plans
and their beneficiaries. The investment portfolio is a mix of pooled funds invested in fixed income and equity securities with the
objective of matching plan liability performance, diversifying risk and achieving a target investment return. The pension plan’s
Investment Committee establishes risk mitigation policies and regularly monitors investment performance, investment allocation
policies, and the execution of these strategies. The Investment Committee engages a third-party investment firm with responsibility
of executing the directives of the Investment Committee, monitoring the performance of individual investment managers of the
Master Trust, and making adjustments and changes within defined parameters when necessary. On a periodic basis, the Investment
Committee conducts a broad strategic review of its portfolio construction and investment allocation policies. Neither the Company,
the Investment Committee, nor the third-party investment firm manages any assets internally or directly utilizes derivative
instruments or hedging; however, the investment mandate of some investment managers allows the use of derivatives as components
of their standard portfolio management strategies. Pension assets are managed in a balanced portfolio comprised of two major
components: a return-seeking portion and a liability-matching portion. The expected role of return-seeking investments is to
achieve a reasonable long-term growth of pension assets with a prudent level of risk using asset diversity in order to balance return
and volatility, while the role of liability-matching investments is to provide a partial economic hedge against liability performance
associated with changes in interest rates.
F- 44
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
The Company adopted an investment strategy referred to as a de-risking glide path to increase the fixed income allocation as the
funded status of the qualified pension plans improves. As the qualified pension plans reach set funded status milestones, the assets
will be rebalanced to shift more assets from equity to fixed income. Based on the progress with this strategy, the target investment
allocation for pension fund assets is permitted to vary within specified ranges subject to Investment Committee approval for return-
seeking securities and liability-matching securities. The target and actual investment allocation of the qualified pension plans by
asset category as of December 31, 2017 and 2016 consisted of the following:
Return-seeking securities
Liability-matching securities
Other investments
Actual Allocation
Target
December 31,
Allocation
2017
2016
75.0%
25.0%
—%
73.1%
26.7%
0.2%
64.4%
35.4%
0.2%
The following table sets forth the investment assets of the qualified pension plans, which exclude accrued investment income and
investments with a fair value measured at net asset value per share as a practical expedient, by level within the fair value hierarchy
as of December 31, 2017:
Cash
Commingled equity funds(a)
Corporate debt securities(b)
Commingled bond funds(a)
Collective trust funds(c)
Total investment assets
Accrued investment income and other receivables(d)
Investments measured at net asset value (e)
Fair value of plan assets
Fair Value
December 31, 2017
Level 2
Level 1
Level 3
3
—
—
—
—
3
$
$
— $
2,368
1
795
68
3,232
$
—
—
—
—
—
—
$
$
$
$
3
2,368
1
795
68
3,235
34
4
3,273
(a) Commingled funds primarily include global equity index, corporate bond, and U.S. treasury securities. The funds are valued
using the net asset value provided by the administrator of the fund. The fair value of each fund is based on the fair value of
securities in the portfolio, which represents the amount that the fund might reasonably expect to receive for the securities
upon a sale, less liabilities, and then divided by the number of units outstanding. These funds are valued using observable
inputs on either a daily or weekly basis and the resulting value serves as a basis for current transactions.
(b) Corporate debt securities are valued based on observable prices from the new issue market, benchmark quotes, secondary
trading and dealer quotes. An option adjusted spread model is incorporated to adjust spreads of issues that have early redemption
features and final spreads are added to the U.S. Treasury curve.
(c) Collective trust funds primarily consist of short-term investment strategies comprised of instruments issued or fully guaranteed
by the U.S. government and/or its agencies and are valued using the net asset value provided by the administrator of the fund.
The net asset value is based on the readily determinable value of the underlying assets owned by the fund, less liabilities, and
then divided by the number of units outstanding.
(d) Accrued investment income includes dividends and interest receivable.
(e) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient
have not been classified in the fair value hierarchy. These investments primarily consist of hedge funds, which includes hard
to value or illiquid securities. The fair value of each fund is based on the fair value of assets in the portfolio, which represents
the amount that the fund might reasonably expect to receive for the assets upon a sale, less liabilities, and then divided by the
number of units outstanding. Certain hedge funds report net asset value per share on a quarter lag. Shares of the funds are not
redeemable and the underlying assets are anticipated to be liquidated and distributed to investors in the near term. There are
F- 45
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
no material unfunded commitments with respect to these investments. The fair value amounts presented in this table are
intended to permit the reconciliation of the fair value hierarchy to the total fair value of plan assets discussed throughout this
footnote.
The following table sets forth the investment assets of the qualified pension plans, which exclude accrued investment income and
other receivables, accrued liabilities, and investments with a fair value measured at net asset value per share as a practical expedient,
by level within the fair value hierarchy as of December 31, 2016:
Cash
Common stocks:
Domestic(a)
International(a)
Commingled equity funds(b)
Other equity securities(c)
Corporate debt securities(d)
Commingled bond funds(b)
U.S. Treasury debt securities(a)
Collective trust funds(e)
U.S. government agency asset-backed debt securities(f)
Corporate asset-backed debt securities(g)
Other fixed-income securities(h)
Total investment assets
Accrued investment income and other receivables(i)
Accrued liabilities(i)
Investments measured at net asset value (j)
Fair value of plan assets
December 31, 2016
Fair Value
Level 1
Level 2
Level 3
$
2
$
2
$
— $
1,065
391
—
3
—
—
260
—
—
—
—
1,721
$
—
—
348
—
394
273
—
75
53
2
89
1,234
$
1,065
391
348
3
394
273
260
75
53
2
89
2,955
107
(120)
4
2,946
$
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(a) Common stocks, mutual funds and U.S. Treasury debt securities are valued at the closing price reported on the active market
on which the individual securities are traded. No single industry comprised a significant portion of common stock held by
the qualified pension plan as of December 31, 2016.
(b) Commingled equity funds and commingled bond funds are valued using the net asset value provided by the administrator of
the fund. The fair value of each fund is based on the fair value of securities in the portfolio, which represents the amount that
the fund might reasonably expect to receive for the securities upon a sale, less liabilities, and then divided by the number of
units outstanding. These funds are valued using observable inputs on either a daily or weekly basis and the resulting value
serves as a basis for current transactions.
(c) Other equity securities consist of preferred stocks, which are valued at the closing price reported on the active market on
which the individual securities are traded.
(d) Corporate debt securities are valued based on observable prices from the new issue market, benchmark quotes, secondary
trading and dealer quotes. An option adjusted spread model is incorporated to adjust spreads of issues that have early redemption
features and final spreads are added to the U.S. Treasury curve.
(e) Collective trust funds primarily consist of short-term investment strategies comprised of instruments issued or fully guaranteed
by the U.S. government and/or its agencies and are valued using the net asset value provided by the administrator of the fund.
The net asset value is based on the readily determinable value of the underlying assets owned by the fund, less liabilities, and
then divided by the number of units outstanding.
(f) U.S. government agency asset-backed debt securities consist of pass-through mortgage-backed securities issued by the Federal
Home Loan Mortgage Corporation and the Federal National Mortgage Association valued using available trade information,
dealer quotes, market indices and research reports, spreads, bids and offers.
F- 46
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
(g) Corporate asset-backed debt securities primarily consist of pass-through mortgage-backed securities issued by U.S. and foreign
corporations valued using available trade information, dealer quotes, market indices and research reports, spreads, bids and
offers.
(h) Other fixed-income securities consist of foreign government debt securities, municipal bonds and U.S. government agency
debt securities, which are valued based on observable prices from the new issue market, benchmark quotes, secondary trading
and dealer quotes. An option adjusted spread model is incorporated to adjust spreads of issues that have early redemption
features and final spreads are added to the U.S. Treasury curve.
(i) Accrued investment income and other receivables includes amounts receivable under foreign exchange contracts of $70
million as of December 31, 2016. Accrued liabilities includes amounts accrued under foreign exchange contracts of $71
million as of December 31, 2016. The fair value of the assets and liabilities associated with these foreign exchange contracts
are presented on a gross basis and are valued using the exchange rates in effect for the applicable currencies as of the valuation
date (a Level 1 fair value measurement).
(j) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient
have not been classified in the fair value hierarchy. These investments primarily consist of hedge funds valued utilizing net
asset value provided by the administrator of the fund, which is based on the value of the underlying assets owned by the fund,
less liabilities, and then divided by the number of units outstanding. Shares of the fund are not redeemable and the underlying
assets are anticipated to be liquidated and distributed to investors in the near term. There are no material unfunded commitments
with respect to these investments. The fair value amounts presented in this table are intended to permit the reconciliation of
the fair value hierarchy to the total fair value of plan assets discussed throughout this footnote.
Pension Plan Contributions
The Company made no cash contributions to the qualified pension plans during the years ended December 31, 2017 and 2016;
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 2018 to the extent benefits are paid.
Benefit payments for the pension plans are expected to be $186 million in 2018, $188 million in 2019, $191 million in 2020, $192
million in 2021, $193 million in 2022 and $944 million in 2023 to 2027.
Multiemployer Plans
The Company contributes to a number of multiemployer plans under the terms of collective-bargaining agreements that cover its
union-represented employees. Such multiemployer plans provide medical, pension and retirement savings benefits to active
employees and retirees. The Company made contributions to multiemployer plans of $18 million and $31 million for the years
ended December 31, 2017 and 2016, respectively.
The risks of participating in multiemployer pension plans are different from single-employer pension plans in the following aspects:
(a) assets contributed to a multiemployer pension plan by one employer may be used to provide benefits to employees of other
participating employers, (b) if a participating employer stops contributing to the multiemployer pension plan, the unfunded
obligations of the plan may be borne by the remaining participating employers and (c) if the Company chooses to stop participating
in any of the multiemployer pension plans, it may be required to pay those plans an amount based on the underfunded status of
the plan, referred to as a withdrawal liability. The Company records withdrawal liabilities as other long-term liabilities in the
consolidated balance sheets. As of December 31, 2017, other long-term liabilities includes approximately $83 million related to
the Company's withdrawal from a multiemployer pension plan.
The multiemployer pension plans to which the Company has contributed each received a Pension Protection Act “green” zone
status in 2016. The zone status is based on the most recent information the Company received from the plan and is certified by
the plan’s actuary. Among other factors, plans in the green zone are at least 80% funded.
Defined Contribution Benefit Plans
The Company’s employees may participate in the Charter Communications, Inc. 401(k) Plan (the “401(k) Plan”). Employees that
qualify for participation can contribute up to 50% of their salary, on a pre-tax basis, subject to a maximum contribution limit as
F- 47
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
determined by the Internal Revenue Service. The Company’s matching contribution is discretionary and is equal to 100% of the
amount of the salary reduction the participant elects to defer (up to 6% of the participant’s eligible compensation), excluding any
catch-up contributions and is paid by the Company on a per pay period basis. The Company made contributions to the 401(k) plan
totaling $274 million, $147 million and $23 million for the years ended December 31, 2017, 2016 and 2015, respectively.
For employees who are not eligible to participate in the Company’s long-term incentive plan and who are not covered by a collective
bargaining agreement, the Company offers a contribution to the new Retirement Accumulation Plan ("RAP"), equal to 3% of
eligible pay. The Company made contributions to the RAP totaling $139 million and $48 million for the years ended December 31,
2017 and 2016, respectively.
22. Recently Issued Accounting Standards
Accounting Standards Adopted January 1, 2017
In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-09, Improvements to Employee Share-
Based Payment Accounting, which includes multiple provisions intended to simplify various aspects of the accounting for share-
based payments. The new standard (1) requires all excess tax benefits and deficiencies to be recognized as income tax expense or
benefit in the income statement in the period in which they occur regardless of whether the benefit reduces taxes payable in the
current period, (2) requires classification of excess tax benefits as an operating activity on the statements of cash flows, (3) allows
an entity to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or
account for forfeitures when they occur and (4) causes the threshold under which employee share-based awards partially settled
in cash can qualify for equity classification to increase to the maximum statutory tax rates in the applicable jurisdiction. The new
standard generally requires a modified retrospective transition through a cumulative-effect adjustment as of the beginning of the
period of adoption, with certain provisions requiring either a prospective or retrospective transition. The Company adopted ASU
2016-09 on January 1, 2017. Upon adoption of ASU 2016-09, the Company recognized excess tax benefits in deferred tax assets
that were previously not recognized in a cumulative-effect adjustment to retained earnings. The Company will prospectively
record a deferred tax benefit or expense associated with the difference between book and tax for stock compensation expense. On
January 1, 2017, the Company also established an accounting policy election to assume zero forfeitures for stock award grants
and account for forfeitures when they occur which prospectively impacts stock compensation expense. The total impact to
shareholders' equity was a $131 million increase to retained earnings, a $9 million increase to additional paid-in capital and a $140
million decrease to net deferred tax liabilities.
In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic
Postretirement Benefit Cost ("ASU 2017-07"), which requires employers to report the service cost component of net periodic
pension cost in the same line item as other compensation costs arising from services rendered during the period. The standard also
requires the other components of net periodic cost be presented in the income statement separately from the service cost component
and outside of a subtotal of income from operations. ASU 2017-07 will be effective for annual periods beginning after December
15, 2017, and early adoption is permitted. The new standard requires retrospective application and allows a practical expedient
that permits an employer to use the amounts disclosed in its pension plan footnote for the prior comparative periods as the estimation
basis for applying the retrospective presentation. The Company early adopted ASU 2017-07 on January 1, 2017 and utilized the
practical expedient to estimate the impact on the prior comparative period information presented in interim and annual financial
statements. The Company previously recorded service cost with other compensation costs in operating costs and expenses in the
consolidated statements of operations, and recorded other pension costs (benefits), in other operating expenses, net. Adoption of
the standard results in the reclassification of other pension costs (benefits) to other expenses, net (non-operating). Adopting the
standard reduced 2016 income from operations presented for comparative purposes in the 2017 annual financial statements by
$899 million with a corresponding decrease to other expenses of $899 million, with no impact to net income. ASU 2017-07 does
not impact the consolidated balance sheets or statements of cash flows.
Accounting Standards Adopted January 1, 2018
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which is a
comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP.
The new standard provides a single principles-based, five-step model to be applied to all contracts with customers, which steps
are to (1) identify the contract(s) with the customer, (2) identify the performance obligations in the contract, (3) determine the
transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when
F- 48
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
each performance obligation is satisfied. Charter adopted ASU 2014-09 as of the January 1, 2018 using the modified retrospective
transition method with a cumulative-effect adjustment to equity as will be fully presented in the Company’s Quarterly Report on
Form 10-Q for the three months ended March 31, 2018. The adoption of the new standard did not have a material impact on the
Company’s financial position or results of operation. Previously reported results will not be restated under this transition method.
The Company has implemented new processes and internal controls to enable the preparation of financial information on adoption.
The adoption results in the deferral of residential installation revenues and enterprise commission expenses over a period of time
instead of recognized immediately and the reclassification to operating costs and expenses the amortization of up-front fees paid
to market and serve customers who reside in residential MDUs instead of amortized as an intangible to depreciation and amortization
expense. The adoption of ASU 2014-09 will also result in additional disclosures around nature and timing of the Company’s
performance obligations, deferred revenue contract liabilities, deferred contract cost assets, as well as significant judgments and
practical expedients used by the Company in applying the five-step revenue model.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts
and Cash Payments (“ASU 2016-15”), which clarifies how entities should classify cash receipts and cash payments related to
eight specific cash flow matters on the statement of cash flows, with the objective of reducing existing diversity in practice. The
Company adopted ASU 2016-15 on January 1, 2018. The adoption of ASU 2016-15 did not have a material impact to the Company’s
consolidated financial statements.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”)
which requires that amounts generally described as restricted cash to be included with cash and cash equivalents when reconciling
the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 does not provide
a definition of restricted cash or restricted cash equivalents. The Company adopted ASU 2016-18 on January 1, 2018. The new
guidance will only be applicable to amounts described by the Company as restricted cash. The Company currently does not have
amounts described as restricted cash; however, the Company's consolidated statement of cash flows for the year ended December
31, 2016 will be recast to present $22.3 billion of restricted cash as beginning of period cash and cash equivalents.
In May 2017, the FASB issued ASU No. 2017-09, Scope of Modification Accounting ("ASU 2017-09"), which amends the scope
of modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the
terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. ASU
2017-09 is applied prospectively to awards modified on or after the effective date. The Company adopted ASU 2017-09 on January
1, 2018. The adoption of ASU 2017-09 did not have a material impact to the Company’s consolidated financial statements.
Accounting Standards Not Yet Adopted
In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”), which requires lessees to recognize almost all
leases on their balance sheet as a right-of-use asset and a lease liability. Lessees are allowed to account for short-term leases (i.e.,
leases with a term of 12 months or less) off-balance sheet, consistent with current operating lease accounting. For income statement
purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be
based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. ASU 2016-02
will be effective for interim and annual periods beginning after December 15, 2018 (January 1, 2019 for the Company). The new
standard currently requires a modified retrospective transition through a cumulative-effect adjustment as of the beginning of the
earliest period presented in the financial statements, although an option for transition relief to not restate or make required disclosures
under the new standard in comparative periods in the period of adoption was recently exposed by the FASB for public comment.
The Company is currently in the process of evaluating the impact that the adoption of ASU 2016-02 will have on its consolidated
financial statements including identifying the population of leases, evaluating technology solutions and collecting lease data. The
Company expects its leases designated as operating leases in Note 20 will be reported on the consolidated balance sheets upon
adoption. The Company is currently evaluating the impact to its consolidated financial statements as it relates to other embedded
lease arrangements of the business.
In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which
eliminates step two from the goodwill impairment test. Under the new standard, to the extent the carrying amount of a reporting
unit exceeds the fair value, the Company will record an impairment charge equal to the difference. The impairment charge recognized
should not exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 will be effective for interim and
annual periods beginning after December 15, 2019 (January 1, 2020 for the Company). Early adoption is permitted for interim or
F- 49
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
annual goodwill impairment tests performed after January 1, 2017. The Company is currently in the process of evaluating the
impact that the adoption of ASU 2017-04 will have on its consolidated financial statements.
23.
Unaudited Quarterly Financial Data
The following table presents quarterly data for the periods presented in the consolidated statement of operations:
Revenues
Income from operations
Net income attributable to Charter shareholders
Earnings per common share attributable to Charter
shareholders:
Basic
Diluted
Weighted average common share outstanding:
Basic
Diluted
Revenues
Income from operations
Net income (loss) attributable to Charter shareholders
Earnings (loss) per common share attributable to Charter
shareholders:
Basic
Diluted
Weighted average common share outstanding:
Basic
Diluted
24. Consolidating Schedules
Year Ended December 31, 2017
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$
$
$
$
$
10,164
941
155
0.58
0.57
$
$
$
$
$
10,357
1,052
139
0.53
0.52
$
$
$
$
$
10,458
909
48
0.19
0.19
$
$
$
$
$
10,602
1,204
9,553
39.66
34.56
269,004,817
273,199,509
263,460,911
267,309,261
253,923,805
258,341,851
240,833,636
278,257,245
Year Ended December 31, 2016
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$
$
$
$
$
2,530
$
302
$
(188) $
6,161
170
3,067
(1.86) $
(1.86) $
16.73
15.17
$
$
$
$
$
10,037
911
189
0.70
0.69
$
$
$
$
$
10,275
1,073
454
1.69
1.67
101,552,093
183,362,776
271,263,259
268,584,368
101,552,093
205,214,266
275,373,202
272,624,270
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 telephone 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 not one of the holding companies that directly or indirectly own Charter
F- 50
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
Holdings. The “Charter Operating and Restricted Subsidiaries” column is presented to comply with the terms of the Credit Agreement.
The “Safari Escrow Entities” column included in the condensed consolidating financial statements for the year ended December 31,
2015 consists of CCOH Safari, CCO Safari II and CCO Safari III. CCOH Safari, CCO Safari II and CCO Safari III issued the CCOH
Safari notes, CCO Safari II notes and the CCO Safari III credit facilities, respectively. Upon closing of the TWC Transaction, the
CCOH Safari notes became obligations of CCO Holdings and CCO Holdings Capital and the CCO Safari II notes and CCO Safari
III credit facilities became obligations of Charter Operating and Charter Communications Operating Capital Corp. CCOH Safari
merged into CCO Holdings and CCO Safari II and CCO Safari III merged into Charter Operating.
The “Unrestricted Subsidiary” column included in the condensed consolidating financial statements for the year ended December 31,
2015 consists of CCO Safari which was a non-recourse subsidiary under the Credit Agreement and held the CCO Safari Term G
Loans that were repaid in April 2015.
Condensed consolidating financial statements as of December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016
and 2015 follow.
F- 51
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
Charter Communications, Inc.
Condensed Consolidating Balance Sheet
As of December 31, 2017
Non-Guarantor Subsidiaries
Guarantor Subsidiaries
Intermediate
Holding
Companies
CCO
Holdings
Charter
Charter
Operating
and
Restricted
Subsidiaries
Eliminations
Charter
Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Accounts receivable, net
Receivables from related party
Prepaid expenses and other current assets
Total current assets
INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net
Customer relationships, net
Franchises
Goodwill
Total investment in cable properties, net
INVESTMENT IN SUBSIDIARIES
LOANS RECEIVABLE – RELATED PARTY
OTHER NONCURRENT ASSETS
$
— $
291
$
— $
330
$
— $
—
22
22
44
—
—
—
—
—
24
613
34
962
336
—
—
—
336
—
55
—
55
—
—
—
—
—
56,263
63,558
81,980
233
—
655
223
511
—
1,611
—
243
2,184
33,552
11,951
67,319
29,554
142,376
—
—
1,133
—
(690)
—
(690)
—
—
—
—
—
(201,801)
(1,399)
621
1,635
—
299
2,555
33,888
11,951
67,319
29,554
142,712
—
—
—
1,356
Total assets
$
56,540
$
65,734
$
82,546
$
145,693
$ (203,890) $
146,623
LIABILITIES AND SHAREHOLDERS’/MEMBER’S EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities
$
Payables to related party
Current portion of long-term debt
Total current liabilities
LONG-TERM DEBT
LOANS PAYABLE – RELATED PARTY
DEFERRED INCOME TAXES
OTHER LONG-TERM LIABILITIES
SHAREHOLDERS’/MEMBER’S EQUITY
Controlling interest
Noncontrolling interests
Total shareholders’/member’s equity
4
—
—
4
—
—
17,268
184
39,084
—
39,084
$
900
$
280
$
7,861
$
— $
9,045
—
—
900
—
—
14
134
—
—
280
18,708
—
—
—
690
2,045
10,596
49,478
1,399
32
2,184
(690)
—
(690)
—
(1,399)
—
—
56,263
8,423
64,686
63,558
81,980
(201,801)
—
24
—
63,558
82,004
(201,801)
—
2,045
11,090
68,186
—
17,314
2,502
39,084
8,447
47,531
Total liabilities and shareholders’/member’s equity
$
56,540
$
65,734
$
82,546
$
145,693
$ (203,890) $
146,623
F- 52
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
Charter Communications, Inc.
Condensed Consolidating Balance Sheet
As of December 31, 2016
Non-Guarantor Subsidiaries
Guarantor Subsidiaries
Intermediate
Holding
Companies
CCO
Holdings
Charter
Charter
Operating
and
Restricted
Subsidiaries
Eliminations
Charter
Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Accounts receivable, net
Receivables from related party
Prepaid expenses and other current assets
Total current assets
INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net
Customer relationships, net
Franchises
Goodwill
Total investment in cable properties, net
INVESTMENT IN SUBSIDIARIES
LOANS RECEIVABLE – RELATED PARTY
OTHER NONCURRENT ASSETS
$
154
$
— $
1,324
$
— $
$
57
34
170
—
261
—
—
—
—
—
11
451
33
649
245
—
—
—
245
—
62
—
62
—
—
—
—
—
1,387
—
300
3,011
32,718
14,608
67,316
29,509
144,151
—
—
1,157
—
(683)
—
(683)
—
—
—
—
—
(231,290)
(1,134)
1,535
1,432
—
333
3,300
32,963
14,608
67,316
29,509
144,396
—
—
66,692
75,838
88,760
—
—
640
214
494
—
—
1,371
Total assets
$
66,953
$
77,586
$
89,316
$
148,319
$ (233,107) $
149,067
LIABILITIES AND SHAREHOLDERS’/MEMBER’S EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities
$
Payables to related party
Current portion of long-term debt
Total current liabilities
LONG-TERM DEBT
LOANS PAYABLE – RELATED PARTY
DEFERRED INCOME TAXES
OTHER LONG-TERM LIABILITIES
SHAREHOLDERS’/MEMBER’S EQUITY
Controlling interest
Noncontrolling interests
Total shareholders’/member’s equity
22
—
—
22
—
—
26,637
155
40,139
—
40,139
$
625
$
219
$
6,678
$
— $
7,544
—
—
625
—
—
3
64
—
—
219
13,259
—
—
—
683
2,028
9,389
46,460
1,134
25
2,526
(683)
—
(683)
—
(1,134)
—
—
66,692
10,202
76,894
75,838
88,760
(231,290)
—
25
—
75,838
88,785
(231,290)
—
2,028
9,572
59,719
—
26,665
2,745
40,139
10,227
50,366
Total liabilities and shareholders’/member’s equity
$
66,953
$
77,586
$
89,316
$
148,319
$ (233,107) $
149,067
F- 53
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
Charter Communications, Inc.
Condensed Consolidating Statement of Operations
For the year ended December 31, 2017
REVENUES
COSTS AND EXPENSES:
Operating costs and expenses (exclusive of items shown
separately below)
Depreciation and amortization
Other operating (income) expenses, net
Income from operations
OTHER INCOME (EXPENSES):
Interest income (expense), net
Loss on extinguishment of debt
Gain on financial instruments, net
Other pension benefits
Other expense, net
Equity in income of subsidiaries
Income before income taxes
INCOME TAX BENEFIT (EXPENSE)
Consolidated net income
Less: Net income – noncontrolling interests
Non-Guarantor Subsidiaries
Guarantor Subsidiaries
Intermediate
Holding
Companies
CCO
Holdings
Charter
Charter
Operating
and
Restricted
Subsidiaries
Eliminations
Charter
Consolidated
$
90
$
1,186
$
— $
41,578
$
(1,273) $
41,581
90
—
(101)
(11)
101
5
—
—
—
—
680
685
786
9,109
9,895
—
1,164
9
3
1,176
10
20
—
—
—
(14)
882
888
898
1
899
(219)
—
—
—
—
—
(883)
(34)
—
—
—
1,799
882
882
—
882
—
26,560
10,579
444
37,583
3,995
(2,232)
(6)
69
1
(4)
—
(2,172)
1,823
(23)
1,800
(1)
(1,273)
—
—
(1,273)
—
—
—
—
—
—
(3,361)
(3,361)
(3,361)
—
26,541
10,588
346
37,475
4,106
(3,090)
(40)
69
1
(18)
—
(3,078)
1,028
9,087
(3,361)
10,115
—
(220)
Net income
$
9,895
$
680
$
882
$
1,799
$
(3,361) $
9,895
F- 54
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
Charter Communications, Inc.
Condensed Consolidating Statement of Operations
For the year ended December 31, 2016
REVENUES
COSTS AND EXPENSES:
Operating costs and expenses (exclusive of items shown
separately below)
Depreciation and amortization
Other operating expenses, net
Income (loss) from operations
OTHER INCOME (EXPENSES):
Interest income (expense), net
Loss on extinguishment of debt
Gain on financial instruments, net
Other pension benefits
Other expense, net
Equity in income of subsidiaries
Income (loss) before income taxes
INCOME TAX BENEFIT (EXPENSE)
Consolidated net income (loss)
Less: Net income – noncontrolling interest
Non-Guarantor Subsidiaries
Guarantor Subsidiaries
Intermediate
Holding
Companies
Safari
Escrow
Entities
CCO
Holdings
Charter
Charter
Operating
and
Restricted
Subsidiaries
Eliminations
Charter
Consolidated
$
251
$
1,004
$
— $
— $
29,003
$
(1,255) $
29,003
251
—
262
513
(262)
—
—
—
—
—
851
851
589
2,933
3,522
—
989
5
1
995
9
14
—
—
—
(11)
1,066
1,069
1,078
(5)
1,073
(222)
—
—
—
—
—
(390)
—
—
—
—
—
(390)
(390)
—
(390)
—
—
—
—
—
—
(727)
(110)
—
—
—
2,293
1,456
1,456
—
1,456
—
18,670
6,902
722
26,294
2,709
(1,396)
(1)
89
899
(3)
—
(412)
2,297
(3)
2,294
(1)
(1,255)
18,655
—
—
(1,255)
—
—
—
—
—
—
(4,210)
(4,210)
(4,210)
—
(4,210)
—
6,907
985
26,547
2,456
(2,499)
(111)
89
899
(14)
—
(1,636)
820
2,925
3,745
(223)
Net income (loss)
$
3,522
$
851
$
(390) $
1,456
$
2,293
$
(4,210) $
3,522
F- 55
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
Charter Communications, Inc.
Condensed Consolidating Statement of Operations
For the year ended December 31, 2015
Non-Guarantor Subsidiaries
Guarantor Subsidiaries
Intermediate
Holding
Companies
Safari
Escrow
Entities
CCO
Holdings
Charter
Charter
Operating
and
Restricted
Subsidiaries
Unrestricted
Subsidiary
Eliminations
Charter
Consolidated
REVENUES
$
25
$
299
$
— $
— $
9,754
$
— $
(324) $
9,754
COSTS AND EXPENSES:
Operating costs and expenses (exclusive
of items shown separately below)
Depreciation and amortization
Other operating expenses, net
Income from operations
OTHER INCOME (EXPENSES):
Interest income (expense), net
Loss on extinguishment of debt
Loss on financial instruments, net
Other expense, net
Equity in income (loss) of subsidiaries
Income (loss) before income taxes
INCOME TAX BENEFIT (EXPENSE)
Consolidated net income (loss)
Less: Net (income) loss – noncontrolling
interest
25
—
—
25
—
—
—
—
—
(121)
(121)
(121)
(150)
(271)
—
299
—
—
299
—
8
—
—
(7)
(168)
(167)
—
—
—
—
—
(474)
(2)
—
—
—
(476)
(167)
(476)
—
—
(167)
(476)
46
—
—
—
—
—
—
(642)
(123)
—
—
1,073
308
308
—
308
—
6,426
2,125
89
8,640
1,114
(151)
—
(4)
—
(50)
(205)
909
210
1,119
(46)
—
—
—
—
—
(47)
(3)
—
—
—
(50)
(50)
—
(50)
—
(324)
—
—
(324)
—
—
—
—
—
(734)
(734)
(734)
—
(734)
—
6,426
2,125
89
8,640
1,114
(1,306)
(128)
(4)
(7)
—
(1,445)
(331)
60
(271)
—
Net income (loss)
$
(271) $
(121) $
(476) $
308
$
1,073
$
(50) $
(734) $
(271)
F- 56
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
Charter Communications, Inc.
Condensed Consolidating Statement of Comprehensive Income
For the year ended December 31, 2017
Non-Guarantor Subsidiaries
Guarantor Subsidiaries
Intermediate
Holding
Companies
CCO
Holdings
Charter
Charter
Operating
and
Restricted
Subsidiaries
Eliminations
Charter
Consolidated
Consolidated net income
$
9,895
$
899
$
882
$
1,800
$
(3,361) $
10,115
Net impact of interest rate derivative instruments
Foreign currency translation adjustment
Consolidated comprehensive income
Less: Comprehensive income attributable to noncontrolling interests
5
1
9,901
—
5
1
905
(219)
5
1
888
—
5
1
1,806
(1)
(15)
(3)
5
1
(3,379)
10,121
—
(220)
Comprehensive income
$
9,901
$
686
$
888
$
1,805
$
(3,379) $
9,901
Charter Communications, Inc.
Condensed Consolidating Statement of Comprehensive Income (Loss)
For the year ended December 31, 2016
Non-Guarantor Subsidiaries
Guarantor Subsidiaries
Intermediate
Holding
Companies
Safari
Escrow
Entities
CCO
Holdings
Charter
Charter
Operating
and
Restricted
Subsidiaries
Eliminations
Charter
Consolidated
Consolidated net income (loss)
$
3,522
$
1,073
$
(390) $
1,456
$
2,294
$
(4,210) $
3,745
Net impact of interest rate derivative instruments
Foreign currency translation adjustment
8
(2)
8
(2)
—
—
8
(2)
8
(2)
(24)
6
8
(2)
Consolidated comprehensive income (loss)
3,528
1,079
(390)
1,462
2,300
(4,228)
3,751
Less: Comprehensive income attributable to noncontrolling
interests
—
(222)
—
—
(1)
—
(223)
Comprehensive income (loss)
$
3,528
$
857
$
(390) $
1,462
$
2,299
$
(4,228) $
3,528
Charter Communications, Inc.
Condensed Consolidating Statement of Comprehensive Income (Loss)
For the year ended December 31, 2015
Non-Guarantor Subsidiaries
Guarantor Subsidiaries
Intermediate
Holding
Companies
Safari
Escrow
Entities
CCO
Holdings
Charter
Charter
Operating
and
Restricted
Subsidiaries
Unrestricted
Subsidiary
Eliminations
Charter
Consolidated
Consolidated net income (loss)
$
(271) $
(167) $
(476) $
308
$
1,119
$
(50) $
(734) $
(271)
Net impact of interest rate derivative
instruments
Consolidated comprehensive income (loss)
Less: Comprehensive (income) loss
attributable to noncontrolling interests
9
(262)
—
9
—
(158)
(476)
46
—
9
317
—
9
1,128
(46)
—
(50)
—
(27)
(761)
—
9
(262)
—
Comprehensive income (loss)
$
(262) $
(112) $
(476) $
317
$
1,082
$
(50) $
(761) $
(262)
F- 57
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
Charter Communications, Inc.
Condensed Consolidating Statement of Cash Flows
For the year ended December 31, 2017
+
Non-Guarantor Subsidiaries
Guarantor Subsidiaries
Intermediate
Holding
Companies
CCO
Holdings
Charter
Charter
Operating
and
Restricted
Subsidiaries
Eliminations
Charter
Consolidated
NET CASH FLOWS FROM OPERATING ACTIVITIES
$
159
$
187
$
(814)
$
12,422
$
— $
11,954
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment
Change in accrued expenses related to capital expenditures
Purchases of cable systems, net
Real estate investments through variable interest entities
Contribution to subsidiaries
Distributions from subsidiaries
Other, net
Net cash flows from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt
Repayments of long-term debt
Borrowings (repayments) loans payable - related parties
Payment for debt issuance costs
Purchase of treasury stock
Proceeds from exercise of stock options
Purchase of noncontrolling interest
Distributions to noncontrolling interest
Contributions from parent
Distributions to parent
Other, net
—
—
—
—
(115)
11,732
—
11,617
—
—
(234)
—
(11,715)
116
—
—
—
—
—
—
—
—
(105)
—
13,488
—
13,383
—
—
—
—
—
—
(1,665)
(151)
115
—
—
—
—
(693)
9,598
—
8,905
6,231
(775)
—
(59)
—
—
—
—
—
(11,732)
(13,488)
—
—
Net cash flows from financing activities
(11,833)
(13,433)
(8,091)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, beginning of period
(57)
57
137
154
—
—
(8,681)
820
(9)
—
—
—
(123)
(7,993)
19,045
(15,732)
234
(52)
—
—
—
(2)
693
(9,598)
(11)
(5,423)
(994)
1,324
—
—
—
—
808
(34,818)
—
(34,010)
—
—
—
—
—
—
—
—
(808)
34,818
—
34,010
—
—
(8,681)
820
(9)
(105)
—
—
(123)
(8,098)
25,276
(16,507)
—
(111)
(11,715)
116
(1,665)
(153)
—
—
(11)
(4,770)
(914)
1,535
CASH AND CASH EQUIVALENTS, end of period
$
— $
291
$
— $
330
$
— $
621
F- 58
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
Charter Communications, Inc.
Condensed Consolidating Statement of Cash Flows
For the year ended December 31, 2016
NET CASH FLOWS FROM OPERATING ACTIVITIES
$
(225)
$
(36)
$
(463)
$
(711)
$
9,476
$
— $
8,041
Non-Guarantor Subsidiaries
Guarantor Subsidiaries
Intermediate
Holding
Companies
Safari
Escrow
Entities
CCO
Holdings
Charter
Charter
Operating
and
Restricted
Subsidiaries
Eliminations
Charter
Consolidated
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment
Change in accrued expenses related to capital expenditures
Purchases of cable systems, net
Contribution to subsidiaries
Distributions from subsidiaries
Change in restricted cash and cash equivalents
Other, net
—
—
(26,781)
(1,013)
24,552
—
—
—
—
(2,022)
(478)
26,899
—
—
—
—
—
—
—
22,264
—
—
—
—
(437)
5,096
—
—
Net cash flows from investing activities
(3,242)
24,399
22,264
4,659
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt
Repayments of long-term debt
Borrowings (repayments) loans payable - related parties
Payment for debt issuance costs
Issuance of equity
Purchase of treasury stock
Proceeds from exercise of stock options
Settlement of restricted stock units
Purchase of noncontrolling interest
Distributions to noncontrolling interest
Proceeds from termination of interest rate derivatives
Contributions from parent
Distributions to parent
Other, net
—
—
—
—
5,000
(1,562)
86
—
—
—
—
—
—
—
—
—
(300)
—
—
—
—
(59)
(218)
(96)
—
1,013
—
—
553
—
—
—
—
—
—
—
—
—
3,201
(2,937)
(71)
(73)
—
—
—
—
—
—
—
478
(24,552)
(22,353)
(4,546)
3
(1)
—
Net cash flows from financing activities
3,524
(24,209)
(21,801)
(3,948)
(5,325)
603
(7)
—
—
—
(22)
(4,751)
9,143
(7,584)
(182)
(211)
—
—
—
—
—
—
88
437
(5,096)
(1)
(3,406)
1,319
5
—
—
—
1,928
(56,547)
—
—
(5,325)
603
(28,810)
—
—
22,264
(22)
(54,619)
(11,290)
—
—
—
—
—
—
—
—
—
—
—
(1,928)
56,547
—
54,619
—
—
12,344
(10,521)
—
(284)
5,000
(1,562)
86
(59)
(218)
(96)
88
—
—
1
4,779
1,530
5
NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, beginning of period
CASH AND CASH EQUIVALENTS, end of period
$
57
—
57
154
—
—
—
—
—
$
154
$
— $
— $
1,324
$
— $
1,535
F- 59
CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2017, 2016 AND 2015
(dollars in millions, except share or per share data or where indicated)
Charter Communications, Inc.
Condensed Consolidating Statement of Cash Flows
For the year ended December 31, 2015
Non-Guarantor Subsidiaries
Guarantor Subsidiaries
Intermediate
Holding
Companies
Safari
Escrow
Entities
CCO
Holdings
Charter
Charter
Operating
and
Restricted
Subsidiaries
Unrestricted
Subsidiary
Eliminations
Charter
Consolidated
$
(1)
$
(5)
$
(192)
$
(663)
$
3,275
$
(55)
$
— $
2,359
—
—
(20)
26
—
—
6
—
—
—
—
(38)
30
—
—
(8)
(3)
3
—
—
(90)
376
—
(55)
231
—
—
—
—
—
—
95
(321)
(226)
—
—
—
—
—
—
(18,667)
—
(18,667)
—
—
(46)
715
—
—
669
21,790
(3,500)
2,700
(2,598)
581
(12)
—
—
—
—
18,859
—
—
(18)
(24)
—
—
15
(81)
(6)
—
—
(1,840)
28
(24)
—
—
(12)
(1,848)
1,555
(1,745)
(563)
—
—
—
46
(715)
(1,422)
5
—
—
—
—
—
3,514
—
3,514
—
(3,483)
—
—
—
—
24
—
(3,459)
—
—
—
—
180
(1,117)
—
—
(1,840)
28
—
—
(15,153)
(67)
(937)
(17,032)
—
—
—
—
—
—
(180)
1,117
937
—
—
26,045
(11,326)
—
(36)
(38)
30
—
—
14,675
2
3
5
NET CASH FLOWS FROM OPERATING
ACTIVITIES:
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment
Change in accrued expenses related to capital
expenditures
Contribution to subsidiaries
Distributions from subsidiaries
Change in restricted cash and cash equivalents
Other, net
Net cash flows from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt
Repayments of long-term debt
Borrowings (repayments) loans payable - related
parties
Payment for debt issuance costs
Purchase of treasury stock
Proceeds from exercise of options and warrants
Contributions from parent
Distributions to parent
Net cash flows from financing activities
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, beginning of
period
CASH AND CASH EQUIVALENTS, end of period
$
— $
— $
— $
— $
5
$
— $
— $
F- 60
Use of Non-GAAP Financial Measures
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, consolidated net income (loss) 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 consolidated net income (loss)
and net cash flows from operating activities, respectively,
in this annual report.
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 peri-
odic costs of certain capitalized tangible and intangible
assets used in generating revenues and our cash cost of
financing. These costs are evaluated through other finan-
cial measures.
Free cash flow is defined as net cash flows from operat-
ing 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 SEC). For
the purpose of calculating compliance with leverage cov-
enants, 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 fees were in the
amount of $1.1 billion, $930 million and $322 million for
the years ended December 31, 2017, 2016 and 2015,
respectively.
F-61
Unaudited Reconciliation of Non-GAAP Measures to GAAP Measures
(dollars in millions)
Pro Forma Reconciliation of Non-GAAP Measures to GAAP Measures
For the year ended December 31
Consolidated net income
Plus:
Interest expense, net
Income tax (benefit) expense
Depreciation and amortization
Stock compensation expense
Loss on extinguishment of debt
(Gain) loss on financial instruments, net
Other pension benefits
Other, net
Adjusted EBITDA
2017
2016
2015
$ 10,115
$ 1,399
$
338
3,090
(9,087)
10,588
261
40
(69)
(1)
364
2,883
498
9,555
295
111
(89)
(915)
727
2,968
102
9,348
246
128
4
(73)
(57)
$ 15,301
$ 14,464
$ 13,004
Actual Reconciliation of Non-GAAP Measures to GAAP Measures
For the year ended December 31
Consolidated net income (loss)
Plus:
Interest expense, net
Income tax benefit
Depreciation and amortization
Stock compensation expense
Loss on extinguishment of debt
(Gain) loss on financial instruments, net
Other pension benefits
Other, net
Adjusted EBITDA
Net cash flows from operating activities
Less:
Purchases of property, plant and equipment
Change in accrued expenses related to capital expenditures
Free cash flow
2017
2016
2015
$ 10,115
$ 3,745
$ (271)
3,090
(9,087)
10,588
261
40
(69)
(1)
364
2,499
(2,925)
6,907
244
111
(89)
(899)
999
1,306
(60)
2,125
78
128
4
—
96
$ 15,301
$ 10,592
$ 3,406
$ 11,954
$ 8,041
$ 2,359
(8,681)
820
(5,325)
603
(1,840)
28
$ 4,093
$ 3,319
$ 547
F-62
(This page intentionally left blank.)
Transfer Agent and Registrar
Questions related to stock transfers, lost certifi-
cates or account changes should be directed to:
Computershare
P.O. BOX 30170
College Station, TX 77842-3170
866.245.6077
www.computershare.com/investor
Independent Registered
Public Accounting Firm
KPMG LLP
Trademarks
Trademark terms that belong to Charter and its
affiliates are marked by ® or TM at their first use
in this report. The ® symbol indicates that the
trademark is registered in the U.S. Patent and
Trade mark Office. The TM symbol indicates that
the mark is being used as a common law trade-
mark, and applications for registration of com-
mon law trademarks may have been filed.
Shareholder Information
Common Stock Information
Charter Communications, Inc. Class A common
stock is traded on the NASDAQ Global Select
Market under the symbol CHTR. Charter has
not paid stock or cash dividends on any of its
common stock.
Market Information
2017
First quarter
Second quarter
Third quarter
Fourth quarter
High
Low
$ 333.15
$ 353.03
$ 402.50
$ 371.09
$285.77
$ 313.11
$ 328.67
$ 316.29
Annual Meeting of Stockholders
April 25, 2018, 8:30 a.m. (Mtn. Daylight Time)
Fiddler’s Green Circle
6400 S. Fiddler’s Green Circle
Training Room A
Greenwood Village, CO 80111
Form 10-K
Additional copies of the Form 10-K, filed
annually with the Securities and Exchange
Commission (SEC), are available without
charge (without exhibits) by accessing our
website at Charter.com or by contacting
Investor Relations.
Headquarters
Charter Communications, Inc.
400 Atlantic Street
Stamford, CT 06901
Spectrum.com
Investor Relations
Charter’s web site contains an Investor & News
Center that offers financial information, including
stock data, press releases, access to quarterly
conference calls and SEC filings. You may
request a shareholder kit, including the recent
financial information, through the site. You may
subscribe to e-mail alerts for all press releases
and SEC filings through the site as well. The
site also offers information on Charter’s vision,
products and services, and leadership team.
Shareholder requests may be directed
to Investor Relations via e-mail at
investor@charter.com.
Leadership and Board of Directors
Leadership
Board of Directors
Thomas M. Rutledge
Chairman and Chief Executive Officer
W. Lance Conn
Former President of Vulcan Capital
Kim C. Goodman
Chief Executive Officer, Worldpay US
Craig A. Jacobson
Founding Partner of Hansen, Jacobson, Teller,
Hoberman, Newman, Warren, Richman, Rush,
Geller & Kaller L.L.P.
Gregory Maffei
Chief Executive Officer, President and Director of
Liberty Broadband Corporation, Liberty Media
Corporation and Liberty Interactive Corporation
and Liberty TripAdviser Holdings, Inc.
John C. Malone
Chairman of the Board of Liberty Broadband
Corporation, Liberty Media Corporation,
Liberty Interactive Corporation and
Liberty Global, Plc.
John D. Markley, Jr.
Managing Director of New Amsterdam Growth Capital
David C. Merritt
Private investor and consultant
Steve A. Miron
Senior Executive Officer with the
Advance/Newhouse companies
Balan Nair
President and Chief Executive Officer of
Liberty Latin America
Michael A. Newhouse
Senior Executive Officer with the
Advance/Newhouse companies
Mauricio Ramos
Chief Executive Officer of
Millicom International Cellular S.A.
Eric L. Zinterhofer
Founder of Searchlight Capital Partners, LLC
Thomas M. Rutledge
Chairman and Chief Executive Officer
John Bickham
President and Chief Operating Officer
David G. Ellen
Senior Executive Vice President
Christopher L. Winfrey
Chief Financial Officer
Thomas E. Adams
Executive Vice President, Field Operations
Mike Bair
Executive Vice President, Spectrum Networks
James Blackley
Executive Vice President, Engineering and
Information Technology
Catherine Bohigian
Executive Vice President, Government Affairs
Richard J. DiGeronimo
Executive Vice President, Product and Strategy
Richard R. Dykhouse
Executive Vice President, General Counsel and
Corporate Secretary
Jonathan Hargis
Executive Vice President, Chief Marketing Officer
David Kline
Executive Vice President, President of Spectrum Reach
Paul Marchand
Executive Vice President,
Chief Human Resources Officer
Kathleen Mayo
Executive Vice President, Customer Operations
Philip G. Meeks
Executive Vice President,
President of Spectrum Enterprise
Tom Montemagno
Executive Vice President, Programming Acquisition
James Nuzzo
Executive Vice President, Business Planning
Scott Weber
Executive Vice President, Network Operations
Kevin D. Howard
Senior Vice President—Finance, Controller and
Chief Accounting Officer
m
o
c
.
s
r
o
n
n
o
c
-
n
a
r
r
u
c
.
w
w
w
/
.
c
n
I
,
s
r
o
n
n
o
C
&
n
a
r
r
u
C
y
b
n
g
i
s
e
D
t
r
o
p
e
R
l
a
u
n
n
A
Charter Communications, Inc.
400 Atlantic Street
Stamford, Connecticut 06901
Spectrum.com
C
H
A
R
T
E
R
C
O
M
M
U
N
I
C
A
T
I
O
N
S
,
I
N
C
.
2
0
1
7
A
N
N
U
A
L
R
E
P
O
R
T