General

Charter Communications, Inc. (together with its controlled subsidiaries,
"Charter") is a leading broadband connectivity company and cable operator
serving more than 32 million customers in 41 states through our Spectrum brand.
Over an advanced high-capacity, two-way telecommunications network, we offer a
full range of state-of-the-art residential and business services including
Spectrum Internet, TV, Mobile and Voice. For small and medium-sized companies,
Spectrum Business delivers the same suite of broadband products and services
coupled with special features and applications to enhance productivity, while
for larger businesses and government entities, Spectrum Enterprise provides
highly customized, fiber-based solutions. Spectrum Reach delivers tailored
advertising and production for the modern media landscape. We also distribute
award-winning news coverage and sports programming to our customers through
Spectrum Networks.

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

Overview

In 2022, we remain focused on driving customer relationship growth. Residential
and small and medium business ("SMB") customer relationships increased by 17,000
during the third quarter of 2022 and 192,000 from September 30, 2021 to
September 30, 2022, which excludes mobile-only customers. We continue to see
lower customer move rates and switching behavior among providers, which has
reduced our selling opportunities. Our rural construction initiative is underway
which we expect will expand our footprint by approximately 1 million homes and
businesses over the next six years, and we expect to participate in additional
government subsidy programs that would further expand our footprint. We continue
to evolve our network to provide increased Internet speeds and reliability and
invest in our products and customer service platforms. We offer Spectrum
Internet products with speeds up to 1 Gbps across our entire footprint. Our
Advanced WiFi, a managed WiFi service that provides customers an optimized home
network while providing greater control of their connected devices with enhanced
security and privacy, is available to nearly all Internet customers. We continue
to invest in our ability to provide a differentiated Internet connectivity
experience for our mobile and fixed Internet customers with the availability of
over 500,000 out of home WiFi access points across our footprint. In October, we
introduced Spectrum One, which brings together Spectrum Internet, Advanced WiFi
and Unlimited Spectrum Mobile™, to offer consumers faster, more reliable and
secure online connections on their favorite devices at home and on the go in a
high-value package. In addition, we continue to work towards the construction of
our own 5G mobile data-only network leveraging the Citizens Broadband Radio
Service ("CBRS") Priority Access Licenses ("PALs") purchased in 2020. By
continually improving our product set and offering consumers the opportunity to
save money by switching to our services, we believe we can continue to penetrate
our expanding footprint and attract more spend on additional products for our
existing customers. During the nine months ended September 30, 2022, we added
1,113,000 mobile lines and 239,000 Internet customers, and for the quarter ended
September 30, 2022, we added 396,000 mobile lines and 75,000 Internet customers.

We believe Spectrum-branded mobile services will drive higher sales of our core
products, create longer customer lives and increase profitability and cash flow
over time. During the three and nine months ended September 30, 2022, our mobile
product line increased revenues by $750 million and $2.2 billion, respectively,
reduced Adjusted EBITDA by approximately $96 million and $237 million,
respectively, and reduced free cash flow by approximately $208 million and $768
million, respectively. During the three and nine months ended September 30,
2021, our mobile product line increased revenues by $535 million and $1.5
billion, respectively, reduced Adjusted EBITDA by approximately $72 million and
$219 million, respectively, and reduced free cash flow by approximately $145
million and $606 million, respectively. Mobile Adjusted EBITDA may continue to
be negative primarily as a result of growth-related sales and marketing and
other customer acquisition costs for mobile services, and depending on the pace
of that growth. We also expect to continue to see negative free cash flow from
the timing of device-related cash flows when we sell devices to customers
pursuant to equipment installment plans and capital expenditures related to CBRS
build-out.

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



                                               Three Months Ended September 30,                             Nine Months Ended September 30,
                                         2022              2021               % Change               2022              2021               % Change
Revenues                             $  13,550          $ 13,146                    3.1  %       $  40,348          $ 38,470                    4.9  %
Adjusted EBITDA                      $   5,412          $  5,286                    2.4  %       $  16,134          $ 15,251                    5.8  %
Income from operations               $   2,924          $  2,927                   (0.1) %       $   8,922          $  7,570                   17.9  %



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

Growth in total revenue was primarily due to growth in our residential Internet,
mobile and commercial customers and price adjustments. Adjusted EBITDA growth
and changes in income from operations were impacted by growth in revenue and
increases in operating costs and expenses, primarily mobile, costs to service
customers and marketing.


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The following table summarizes our customer statistics for Internet, video,
voice and mobile as of September 30, 2022 and 2021 (in thousands except per
customer data and footnotes).

                                                                  Approximate as of
                                                                    September 30,
                                                               2022 (a)       2021 (a)
   Customer Relationships (b)
   Residential                                                   29,946        29,823
   SMB                                                            2,195         2,126
   Total Customer Relationships                                  32,141     

31,949

Monthly Residential Revenue per Residential Customer (c) $ 115.16

$ 115.15


   Monthly SMB Revenue per SMB Customer (d)                   $  164.89      $ 167.29

   Internet
   Residential                                                   28,320        27,965
   SMB                                                            2,008         1,934
   Total Internet Customers                                      30,328        29,899

   Video
   Residential                                                   14,642        15,287
   SMB                                                              649           604
   Total Video Customers                                         15,291        15,891

   Voice
   Residential                                                    7,929         8,784
   SMB                                                            1,287         1,273
   Total Voice Customers                                          9,216        10,057

   Mobile Lines (e)
   Residential                                                    4,516         3,085
   SMB                                                              161            99
   Total Mobile Lines                                             4,677         3,184

   Enterprise Primary Service Units ("PSUs") (f)                      282   

269





(a)We calculate the aging of customer accounts based on the monthly billing
cycle for each account. On that basis, as of September 30, 2022 and 2021,
customers include approximately 151,700 and 119,200 customers, respectively,
whose accounts were over 60 days past due, approximately 55,500 and 21,100
customers, respectively, whose accounts were over 90 days past due and
approximately 149,300 and 31,800 customers, respectively, whose accounts were
over 120 days past due. Bad debt expense associated with these past due accounts
has been reflected in our consolidated statements of operations. The increase in
past due accounts is predominately due to pre-existing and incremental
unsubsidized amounts of customers' bills for those customers participating in
government assistance programs, including video services. These customers are
downgraded to a fully subsidized Internet-only service.
(b)Customer relationships include the number of customers that receive one or
more levels of service, encompassing Internet, video and voice services, without
regard to which service(s) such customers receive. Customers who reside in
residential multiple dwelling units ("MDUs") and that are billed under bulk
contracts are counted based on the number of billed units within each bulk MDU.
Total customer relationships exclude enterprise and mobile-only customer
relationships.
(c)Monthly residential revenue per residential customer is calculated as total
residential quarterly revenue divided by three divided by average residential
customer relationships during the respective quarter and excludes mobile revenue
and customers.
(d)Monthly SMB revenue per SMB customer is calculated as total SMB quarterly
revenue divided by three divided by average SMB customer relationships during
the respective quarter and excludes mobile revenue and customers.

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(e)Mobile lines include phones and tablets which require one of our standard
rate plans (e.g., "Unlimited" or "By the Gig"). Mobile lines exclude wearables
and other devices that do not require standard phone rate plans.
(f)Enterprise PSUs represent the aggregate number of fiber service offerings
counting each separate service offering at each customer location as an
individual PSU.

Critical Accounting Policies and Estimates



For a discussion of our critical accounting policies and the means by which we
develop estimates therefore, see "Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations" in our 2021 Annual Report on
Form 10-K. There have been no material changes from the critical accounting
policies described in our Form 10-K.

Results of Operations

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



                                                Three Months Ended September 30,                 Nine Months Ended September 30,
                                                  2022                     2021                    2022                     2021
Revenues                                   $         13,550          $      13,146          $         40,348          $      38,470

Costs and Expenses:
Operating costs and expenses (exclusive of
items shown separately below)                         8,247                  7,958                    24,574                 23,551
Depreciation and amortization                         2,177                  2,270                     6,711                  7,065
Other operating (income) expenses, net                  202                     (9)                      141                    284
                                                     10,626                 10,219                    31,426                 30,900
Income from operations                                2,924                  2,927                     8,922                  7,570

Other Income (Expenses):
Interest expense, net                                (1,160)                (1,016)                   (3,329)                (3,003)
Other income (expenses), net                            (37)                  (157)                       65                   (237)
                                                     (1,197)                (1,173)                   (3,264)                (3,240)

Income before income taxes                            1,727                  1,754                     5,658                  4,330
Income tax expense                                     (360)                  (347)                   (1,194)                  (844)
Consolidated net income                               1,367                  1,407                     4,464                  3,486
Less: Net income attributable to
noncontrolling interests                               (182)                  (190)                     (605)                  (442)

Net income attributable to Charter
shareholders                               $          1,185          $      

1,217 $ 3,859 $ 3,044



EARNINGS PER COMMON SHARE ATTRIBUTABLE TO
CHARTER SHAREHOLDERS:
Basic                                      $           7.51          $        6.69          $          23.51          $       16.33
Diluted                                    $           7.38          $        6.50          $          23.06          $       15.78

Weighted average common shares
outstanding, basic                              157,971,109            181,925,180               164,189,703            186,380,681
Weighted average common shares
outstanding, diluted                            160,638,186            187,166,071               167,351,777            197,316,667


Revenues. Total revenues grew $404 million and $1.9 billion for the three and nine months ended September 30, 2022, respectively, compared to the corresponding periods in 2021 primarily due to increases in the number of residential Internet, mobile and commercial customers and price adjustments.


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

                                                   Three Months Ended September 30,                             Nine Months Ended September 30,
                                             2022              2021               % Change               2022              2021               % Change
Internet                                 $   5,571          $  5,363                    3.9  %       $  16,585          $ 15,670                    5.8  %
Video                                        4,379             4,502                   (2.7) %          13,209            13,224                   (0.1) %
Voice                                          391               409                   (4.6) %           1,180             1,202                   (1.9) %
Residential revenue                         10,341            10,274                    0.7  %          30,974            30,096                    2.9  %

Small and medium business                    1,082             1,062                    1.9  %           3,221             3,116                    3.4  %
Enterprise                                     673               656                    2.6  %           2,003             1,930                    3.8  %
Commercial revenue                           1,755             1,718                    2.2  %           5,224             5,046                    3.5  %

Advertising sales                              481               391                   22.9  %           1,324             1,146                   15.6  %
Mobile                                         750               535                   40.2  %           2,166             1,546                   40.1  %
Other                                          223               228                   (2.1) %             660               636                    3.7  %
                                         $  13,550          $ 13,146                    3.1  %       $  40,348          $ 38,470                    4.9  %


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



                                                          Three months ended               Nine months ended
                                                          September 30, 2022              September 30, 2022
                                                              compared to                     compared to
                                                          three months ended               nine months ended
                                                          September 30, 2021              September 30, 2021
                                                         Increase / (Decrease)           Increase / (Decrease)
Increase related to rate and product mix changes       $                  124          $                  490
Increase in average residential Internet customers                         84                             425
                                                       $                  208          $                  915


The increase related to rate and product mix was primarily due to reduced bundle discounts and promotional roll-off. Residential Internet customers grew by 355,000 customers from September 30, 2021 to September 30, 2022.

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



                                                           Three months ended               Nine months ended
                                                           September 30, 2022              September 30, 2022
                                                               compared to                     compared to
                                                           three months ended               nine months ended
                                                           September 30, 2021              September 30, 2021
                                                          Increase / (Decrease)           Increase / (Decrease)
Decrease in average residential video customers         $                 (178)         $                 (423)
Increase related to rate and product mix changes                            55                             408

                                                        $                 (123)         $                  (15)



Residential video customers decreased by 645,000 from September 30, 2021 to
September 30, 2022. The increase related to rate and product mix was primarily
due to price adjustments and promotional roll-off and was partly offset by a
higher mix of lower cost video packages within our video customer base.


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



                                                           Three months ended               Nine months ended
                                                           September 30, 2022              September 30, 2022
                                                               compared to                     compared to
                                                           three months ended               nine months ended
                                                           September 30, 2021              September 30, 2021
                                                          Increase / (Decrease)           Increase / (Decrease)
Decrease in average residential voice customers         $                  (38)         $                  (97)
Increase related to rate                                                    20                              75
                                                        $                  (18)         $                  (22)


Residential wireline voice customers decreased by 855,000 customers from September 30, 2021 to September 30, 2022.

The increase in SMB revenues is attributable to the following (dollars in millions):



                                                         Three months ended               Nine months ended
                                                         September 30, 2022              September 30, 2022
                                                             compared to                     compared to
                                                         three months ended               nine months ended
                                                         September 30, 2021              September 30, 2021
                                                        Increase / (Decrease)           Increase / (Decrease)
Increase in SMB customers                             $                   36          $                  124
Decrease related to rate and product mix changes                         (16)                            (19)
                                                      $                   20          $                  105


SMB customers grew by 69,000 from September 30, 2021 to September 30, 2022.



Enterprise revenues increased $17 million and $73 million during the three and
nine months ended September 30, 2022, respectively, compared to the
corresponding periods in 2021 primarily due to an increase in Internet PSUs
offset by a $16 million one-time benefit incurred during the three and nine
months ended September 30, 2021 as well as lower wholesale PSUs. Enterprise PSUs
increased 13,000 from September 30, 2021 to September 30, 2022.

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 $90 million and $178 million during the three and nine months ended
September 30, 2022, respectively, as compared to the corresponding periods in
2021 primarily due to an increase in political revenue.

During the three and nine months ended September 30, 2022, mobile revenues
included approximately $303 million and $894 million of device revenues,
respectively, and approximately $447 million and $1.3 billion of service
revenues, respectively. During the three and nine months ended September 30,
2021, mobile revenues included approximately $201 million and $643 million of
device revenues, respectively, and approximately $334 million and $903 million
of service revenues, respectively. The increases in revenues are a result of an
increase of 1,493,000 mobile lines from September 30, 2021 to September 30,
2022.

Other revenues consist of revenue from processing fees, regional sports and news
channels (excluding intercompany charges or advertising sales on those
channels), subsidy revenue, home shopping, video device sales, wire maintenance
fees and other miscellaneous revenues. Other revenues decreased $5 million and
increased $24 million during the three and nine months ended September 30, 2022,
respectively, compared to the corresponding periods in 2021. The increase during
the nine months ended September 30, 2022 compared to the corresponding prior
period in 2021 is primarily due to subsidy revenue related to our rural
construction initiative and an increase in processing fees offset by a decrease
in sales of video devices.


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



                                                           Three months ended              Nine months ended
                                                           September 30, 2022              September 30, 2022
                                                               compared to                    compared to
                                                           three months ended              nine months ended
                                                           September 30, 2021              September 30, 2021
                                                          Increase / (Decrease)          Increase / (Decrease)
Programming                                             $                 (112)         $                (129)
Regulatory, connectivity and produced content                              (47)                          (160)
Costs to service customers                                                  83                            271
Marketing                                                                   73                            213
Mobile                                                                     239                            638
Other                                                                       53                            190
                                                        $                  289          $               1,023



Programming costs were approximately $2.9 billion and $3.0 billion for the three
months ended September 30, 2022 and 2021, representing 35% and 37% of total
operating costs and expenses, respectively, and $8.8 billion and $8.9 billion
for the nine months ended September 30, 2022 and 2021, representing 36% and 38%
of total operating costs and expenses, respectively. Programming costs consist
primarily of costs paid to programmers for basic, digital, premium, video on
demand, and pay-per-view programming. Programming costs decreased as a result of
fewer customers and a higher mix of lower cost video packages within our video
customer base along with favorable one-time impacts offset by contractual rate
adjustments, including renewals and increases in amounts paid for retransmission
consent. We expect programming rates per customer 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 and broadcast station groups
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. We have been unable to fully pass these
increases on to our customers and do not expect to be able to do so in the
future without a potential loss of customers.

Regulatory, connectivity and produced content decreased $47 million and $160
million during the three and nine months ended September 30, 2022, respectively,
compared to the corresponding periods in 2021 primarily due to lower costs of
video devices sold to customers and regulatory pass-through fees. Regulatory,
connectivity and produced content for the nine months ended September 30, 2022
compared to the corresponding prior period also decreased due to lower sports
rights costs as a result of more basketball games during 2021 as compared to
2022 as the prior period had additional games due to the delayed start of the
2020 - 2021 NBA season as a result of COVID-19.

Costs to service customers increased $83 million and $271 million during the
three and nine months ended September 30, 2022, respectively, compared to the
corresponding periods in 2021 primarily due to higher bad debt and higher fuel
costs offset by lower labor costs as a result of productivity improvements
driven by improved network performance and digital self-service platforms.

Marketing increased $73 million and $213 million during the three and nine
months ended September 30, 2022, respectively, compared to the corresponding
periods in 2021 primarily due to higher labor costs associated with higher
staffing levels and our commitment to a minimum $20 per hour wage in 2022 as
well as insourcing of inbound sales and retention call centers.

Mobile costs of $846 million and $2.4 billion for the three and nine months
ended September 30, 2022, respectively, and $607 million and $1.8 billion for
the three and nine months ended September 30, 2021, respectively, were comprised
of mobile device costs and mobile service, customer acquisition and operating
costs. The increase is attributable to an increase in the number of mobile
lines.


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

                                     Three months ended          Nine months ended
                                     September 30, 2022          September 30, 2022
                                        compared to                 compared to
                                     three months ended          nine months ended
                                     September 30, 2021          September 30, 2021
                                   Increase / (Decrease)       Increase / (Decrease)
    Corporate costs               $                    9      $                   67

    Advertising sales expense                         27                          54
    Stock compensation expense                        11                   

      28
    Enterprise                                        11                          28
    Other                                             (5)                         13
                                  $                   53      $                  190



Corporate costs increased during the nine months ended September 30, 2022
compared to the corresponding prior period primarily due to higher labor costs
and computer and software expense. Advertising sales expense increased due to
higher costs of sales fees driven by higher political revenue and higher labor
costs.

Depreciation and amortization. Depreciation and amortization expense decreased
by $93 million and $354 million during the three and nine months ended
September 30, 2022, respectively, compared to the corresponding periods in 2021
primarily due to certain assets acquired in acquisitions becoming fully
depreciated offset by an increase in depreciation as a result of more recent
capital expenditures.

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



                                                         Three months ended               Nine months ended
                                                         September 30, 2022              September 30, 2022
                                                             compared to                     compared to
                                                         three months ended               nine months ended
                                                         September 30, 2021              September 30, 2021
                                                        Increase / (Decrease)           Increase / (Decrease)
Special charges, net                                  $                  206          $                 (107)
(Gain) loss on disposal of assets, net                                     5                             (36)
                                                      $                  211          $                 (143)


See Note 10 to the accompanying consolidated financial statements contained in "Item 1. Financial Statements" for more information.



Interest expense, net. Net interest expense increased by $144 million and $326
million for the three and nine months ended September 30, 2022, respectively,
compared to the corresponding periods in 2021. The increase in net interest
expense is the result of an increase in weighted average debt outstanding of
approximately $8.4 billion and $9.0 billion during the three and nine months
ended September 30, 2022, respectively, compared to the corresponding periods in
2021 as well as an increase in weighted average interest rates. The increase in
weighted average debt outstanding is primarily due to the issuance of notes
throughout 2021 and 2022.


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



                                                             Three months ended               Nine months ended
                                                             September 30, 2022              September 30, 2022
                                                                 compared to                     compared to
                                                             three months ended               nine months ended
                                                             September 30, 2021              September 30, 2021
                                                            Increase / (Decrease)           Increase / (Decrease)
Loss on extinguishment of debt (see Note 4)               $                   69          $                  141
Loss on financial instruments, net (see Note 7)                             (129)                            (71)
Net periodic pension benefits (costs)                                        222                              65
Gain (loss) on equity investments, net                                       (42)                            167
                                                          $                  120          $                  302


See Note 11 and the Notes referenced above to the accompanying consolidated financial statements contained in "Item 1. Financial Statements" for more information.



Income tax expense. We recognized income tax expense of $360 million and $1.2
billion for the three and nine months ended September 30, 2022, respectively,
and $347 million and $844 million for the three and nine months ended
September 30, 2021, respectively. The increase is primarily a result of
decreased recognition of excess tax benefits resulting from share-based
compensation during 2021 and the change in pretax income.

Net income attributable to noncontrolling interest. Net income attributable to
noncontrolling interest for financial reporting purposes represents
Advance/Newhouse Partnership's ("A/N") portion of Charter Holdings' net income
based on its effective common unit ownership interest and the preferred dividend
of $70 million for the nine months ended September 30, 2021. For more
information, see Note 6 to the accompanying consolidated financial statements
contained in "Item 1. Financial Statements."

Net income attributable to Charter shareholders. Net income attributable to
Charter shareholders decreased $32 million and increased $815 million during the
three and nine months ended September 30, 2022, respectively, compared to the
corresponding periods in 2021, primarily as a result of the factors described
above.

Use of Adjusted EBITDA and Free Cash Flow



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

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

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



Management and Charter's board of directors use Adjusted EBITDA and free cash
flow to assess our performance and our ability to service our debt, fund
operations and make additional investments with internally generated funds. In
addition, Adjusted EBITDA generally correlates to the leverage ratio calculation
under our credit facilities or outstanding notes to determine compliance with
the covenants contained in the facilities and notes (all such documents have
been previously filed with the Securities and Exchange Commission (the "SEC")).
For the purpose of calculating compliance with leverage covenants, we use
Adjusted EBITDA, as presented, excluding certain expenses paid by our operating
subsidiaries to other Charter entities. Our debt covenants refer to these
expenses as management fees, which were $342 million and $1.0 billion for

                                       24
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the three and nine months ended September 30, 2022, respectively, and $337 million and $979 million for the three and nine months ended September 30, 2021, respectively.

A reconciliation of Adjusted EBITDA and free cash flow to net income attributable to Charter shareholders and net cash flows from operating activities, respectively, is as follows (dollars in millions):



                                           Three Months Ended September 30, 

Nine Months Ended September 30,


                                                2022                2021               2022                2021
Net income attributable to Charter
shareholders                               $     1,185          $   1,217          $    3,859          $   3,044
Plus: Net income attributable to
noncontrolling interest                            182                190                 605                442
Interest expense, net                            1,160              1,016               3,329              3,003
Income tax expense                                 360                347               1,194                844
Depreciation and amortization                    2,177              2,270               6,711              7,065
Stock compensation expense                         109                 98                 360                332
Other expenses, net                                239                148                  76                521
Adjusted EBITDA                            $     5,412          $   5,286          $   16,134          $  15,251

Net cash flows from operating activities $ 3,757 $ 4,263

        $   11,138          $  12,013
Less: Purchases of property, plant and
equipment                                       (2,406)            (1,861)             (6,456)            (5,563)
Change in accrued expenses related to
capital expenditures                               156                 74                 284                (51)
Free cash flow                             $     1,507          $   2,476          $    4,966          $   6,399

Liquidity and Capital Resources

Introduction



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

Recent Events



In August 2022, CCO Holdings, LLC ("CCO Holdings") and CCO Holdings Capital
Corp. jointly issued $1.5 billion of 6.375% senior unsecured notes due September
2029 at par. The net proceeds were used for general corporate purposes,
including to fund buybacks of Charter Class A common stock and Charter Holdings
common units, to repay certain indebtedness and to pay related fees and
expenses.

Overview of Our Contractual Obligations and Liquidity



We have significant amounts of debt. The principal amount of our debt as of
September 30, 2022 was $96.8 billion, consisting of $13.4 billion of credit
facility debt, $56.7 billion of investment grade senior secured notes and $26.7
billion of high-yield senior unsecured notes. Our business requires significant
cash to fund principal and interest payments on our debt.

Our projected cash needs and projected sources of liquidity depend upon, among
other things, our actual results, and the timing and amount of our expenditures.
As we continue to grow our market penetration of our mobile product, we will
continue to experience negative working capital impacts from the timing of
device-related cash flows when we sell devices to customers pursuant to
equipment installment plans. Further, in 2022, Charter has become a meaningful
federal cash tax payer as the majority of our net operating losses have been
utilized. Free cash flow was $1.5 billion and $5.0 billion for the three and
nine months ended September 30, 2022, respectively, and $2.5 billion and $6.4
billion for the three and nine months ended September 30, 2021, respectively.
See table below for factors impacting free cash flow during the three and nine
months ended September 30, 2022 compared to the corresponding prior periods. As
of September 30, 2022, the amount available under our credit facilities was
approximately $4.6 billion and cash on hand was approximately $480 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

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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 expanding the capacity of our network, the
expansion of our network through our rural broadband construction initiative,
the build-out and deployment of our CBRS spectrum, and mergers and acquisitions
as well as stock repurchases and dividends. Charter's target leverage of net
debt to the last twelve months Adjusted EBITDA remains at 4 to 4.5 times
Adjusted EBITDA, and up to 3.5 times Adjusted EBITDA at the Charter Operating
first lien level. Our leverage ratio was 4.5 times Adjusted EBITDA as of
September 30, 2022. As Adjusted EBITDA grows, we expect to increase the total
amount of our indebtedness to maintain leverage within Charter's target leverage
range. Excluding purchases from Liberty Broadband Corporation ("Liberty
Broadband") discussed below, during the three and nine months ended
September 30, 2022, Charter purchased in the public market approximately 3.3
million and 12.6 million shares of Charter Class A common stock, respectively,
for approximately $1.4 billion and $6.5 billion, respectively, and during the
three and nine months ended September 30, 2021, Charter purchased in the public
market approximately 3.5 million and 11.5 million shares of Charter Class A
common stock, respectively, for approximately $2.7 billion and $7.8 billion,
respectively. Since the beginning of its buyback program in September 2016
through September 30, 2022, Charter has purchased approximately 145.7 million
shares of Class A common stock and Charter Holdings common units for
approximately $67.2 billion, including purchases from Liberty Broadband and A/N
discussed below.

In February 2021, Charter and Liberty Broadband entered into a letter agreement
(the "LBB Letter Agreement"). The LBB Letter Agreement implements Liberty
Broadband's obligations under the Amended and Restated Stockholders Agreement
among Charter, Liberty Broadband and A/N, dated as of May 23, 2015 (as amended,
the "Stockholders Agreement") to participate in share repurchases by Charter.
Under the LBB Letter Agreement, Liberty Broadband will sell to Charter,
generally on a monthly basis, a number of shares of Charter Class A common stock
representing an amount sufficient for Liberty Broadband's ownership of Charter
to be reduced such that it does not exceed the ownership cap then applicable to
Liberty Broadband under the Stockholders Agreement at a purchase price per share
equal to the volume weighted average price per share paid by Charter for shares
repurchased during such immediately preceding calendar month other than (i)
purchases from A/N, (ii) purchases in privately negotiated transactions or (iii)
purchases for the withholding of shares of Charter Class A common stock pursuant
to equity compensation programs of Charter. Charter purchased from Liberty
Broadband 1.7 million and 5.0 million shares of Charter Class A common stock for
approximately $796 million and $2.6 billion during the three and nine months
ended September 30, 2022, respectively, and 1.2 million and 4.0 million shares
of Charter Class A common stock for approximately $880 million and $2.6 billion
during the three and nine months ended September 30, 2021, respectively. In
October 2022, Charter purchased from Liberty Broadband an additional 0.5 million
shares of Charter Class A common stock for approximately $183 million.

In December 2016, Charter and A/N entered into a letter agreement, as amended in
December 2017 (the "A/N Letter Agreement"), that requires A/N to sell to Charter
or to Charter Holdings, on a monthly basis, a number of shares of Charter
Class A common stock or Charter Holdings common units that represents a pro rata
participation by A/N and its affiliates in any repurchases of shares of Charter
Class A common stock from persons other than A/N effected by Charter during the
immediately preceding calendar month, at a purchase price equal to the average
price paid by Charter for the shares repurchased from persons other than A/N
during such immediately preceding calendar month. A/N and Charter both have the
right to terminate or suspend the pro rata repurchase arrangement on a
prospective basis. During the three and nine months ended September 30, 2022,
Charter Holdings purchased from A/N 0.8 million and 2.6 million Charter Holdings
common units for approximately $385 million and $1.4 billion, respectively, and
during the three and nine months ended September 30, 2021, Charter Holdings
purchased from A/N 0.6 million and 2.3 million Charter Holdings common units for
approximately $410 million and $1.5 billion, respectively.

As of September 30, 2022, Charter had remaining board authority to purchase an
additional $680 million of Charter's Class A common stock and/or Charter
Holdings common units, excluding purchases from Liberty Broadband. Although
Charter expects to continue to buy back its common stock consistent with its
leverage target range, Charter is not obligated to acquire any particular amount
of common stock, and the timing of any purchases that may occur cannot be
predicted and will largely depend on market conditions and other potential uses
of capital. Purchases may include open market purchases, tender offers or
negotiated transactions.


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

Free Cash Flow



Free cash flow decreased $969 million and $1.4 billion during the three and nine
months ended September 30, 2022 compared to the corresponding prior periods in
2021 due to the following (dollars in millions):

                                                                                        Nine months ended
                                                          Three months ended           September 30, 2022
                                                          September 30, 2022               compared to
                                                              compared to               nine months ended
                                                          three months ended           September 30, 2021
                                                          September 30, 2021               Increase /
                                                         Increase / (Decrease)             (Decrease)
Increase in capital expenditures                       $                 (545)         $           (893)
Increase in cash paid for taxes, net                                     (383)                     (789)
Increase in cash paid for interest, net                                   (57)                     (209)
Increase in Adjusted EBITDA                                               126                       883
Changes in working capital, excluding change in
accrued interest and taxes                                                 96                       (38)
Other, net                                                               (206)                     (387)
                                                       $                 (969)         $         (1,433)



Free cash flow was reduced by $208 million and $768 million during the three and
nine months ended September 30, 2022, respectively, and $145 million and $606
million during the three and nine months ended September 30, 2021, respectively,
due to mobile impacts negatively affecting working capital, capital expenditures
and Adjusted EBITDA. The increase in capital expenditures is primarily due to
the rural construction initiative of $525 million and $1.1 billion during the
three and nine months ended September 30, 2022, respectively. Cash paid for
taxes, net increased as Charter has become a meaningful federal cash tax payer
in 2022. Other, net for the three and nine months ended September 30, 2022
includes the payment of litigation settlements including the payment of a
previously recorded litigation settlement with Sprint Communications Company
L.P. and T-Mobile USA, Inc for the nine months ended September 30, 2022. See
Note 10 to the accompanying consolidated financial statements contained in "Item
1. Financial Statements" for more information.

Limitations on Distributions



Distributions by our subsidiaries to a parent company for payment of principal
on parent company notes are restricted under CCO Holdings indentures governing
CCO Holdings' indebtedness, unless there is no default under the applicable
indenture, and unless CCO Holdings' leverage ratio test is met at the time of
such distribution. As of September 30, 2022, there was no default under any of
these indentures, and CCO Holdings met its leverage ratio test based on
September 30, 2022 financial results. There can be no assurance that CCO
Holdings will satisfy its leverage ratio test at the time of the contemplated
distribution.

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

Historical Operating, Investing, and Financing Activities

Cash and Cash Equivalents. We held $480 million and $601 million in cash and cash equivalents as of September 30, 2022 and December 31, 2021, respectively.



Operating Activities. Net cash provided by operating activities decreased $875
million during the nine months ended September 30, 2022 compared to the nine
months ended September 30, 2021, primarily due to an increase in cash paid for
taxes, changes in working capital, the payment of litigation settlements and
higher cash paid for interest, offset by an increase in Adjusted EBITDA of $883
million.


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Investing Activities. Net cash used in investing activities was $6.3 billion and
$5.8 billion for the nine months ended September 30, 2022 and 2021,
respectively. The increase in cash used was primarily due to an increase in
capital expenditures, offset by changes in accrued expenses related to capital
expenditures that increased by $335 million.

Financing Activities. Net cash used in financing activities decreased $1.9
billion during the nine months ended September 30, 2022 compared to the nine
months ended September 30, 2021 primarily due to a decrease in the purchase of
treasury stock and noncontrolling interest and an increase in the amount by
which borrowings of long-term debt exceeded repayments.

Capital Expenditures



We have significant ongoing capital expenditure requirements.  Capital
expenditures were $2.4 billion and $6.5 billion for the three and nine months
ended September 30, 2022, respectively, and $1.9 billion and $5.6 billion for
the three and nine months ended September 30, 2021, respectively.  The increase
was primarily due to an increase in line extensions and customer premise
equipment, partly offset by a decrease in support capital. The increase in line
extensions was primarily due to the rural construction initiative. See the table
below for more details.

We currently expect full year 2022 cable capital expenditures, excluding capital
expenditures associated with our rural construction initiative, to be between
$7.1 billion and $7.3 billion. The actual amount of our capital expenditures in
2022 will depend on a number of factors including further spend related to
product development, growth rates of both our residential and commercial
businesses, supply chain timing and the pace of rural construction.

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 $284 million and
decreased by $51 million for the nine months ended September 30, 2022 and 2021,
respectively.

The following tables present our major capital expenditures categories in
accordance with National Cable and Telecommunications Association ("NCTA")
disclosure guidelines for the three and nine months ended September 30, 2022 and
2021. These disclosure guidelines are not required disclosures under GAAP, nor
do they impact our accounting for capital expenditures under GAAP (dollars in
millions):

                                            Three Months Ended September 30,         Nine Months Ended September 30,
                                                 2022                2021                2022                2021
Customer premise equipment (a)              $       577          $     513          $     1,606          $   1,496
Scalable infrastructure (b)                         418                375                1,178              1,223
Line extensions (c)                                 826                392                2,062              1,191
Upgrade/rebuild (d)                                 208                178                  535                484
Support capital (e)                                 377                403                1,075              1,169
Total capital expenditures                  $     2,406          $   1,861          $     6,456          $   5,563

Of which: Commercial services               $       369          $     353

$ 1,110 $ 1,083



Capital expenditures included in total
related to:
Core cable (f)                              $     1,785          $   1,742          $     5,077          $   5,208
Mobile                                               96                119                  265                355
Rural construction initiative (g)                   525                  -                1,114                  -
Total capital expenditures                  $     2,406          $   1,861          $     6,456          $   5,563



(a)Customer premise equipment includes costs incurred at the customer residence
to secure new customers and revenue generating units, including customer
installation costs and customer premise equipment (e.g., digital receivers 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).

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(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)Core cable represents total capital expenditures excluding mobile and rural
construction initiative capital expenditures.
(g)The rural construction initiative subcategory includes expenditures
associated with our Rural Construction Initiative (for which separate reporting
was initiated in 2022), excluding customer premise equipment and installation.

Recently Issued Accounting Standards



See Note 24 to the Annual Report on Form 10-K for the year ended December 31,
2021 for a discussion of recently issued accounting standards. There have been
no material changes from the recently issued accounting standards described in
our Form 10-K.

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