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, /PRNewswire/ -- Charter Communications, Inc. (NASDAQ: CHTR) (along with its subsidiaries, "Charter")  today announced the expiration and final results of the previously announced (i) private offer by its wholly-owned subsidiaries, Charter Communications Operating, LLC ("CCO"), Charter Communications Operating Capital Corp. ("CCO Capital" and, together with CCO, collectively, the "CCO Issuers" or the "Company") and Time Warner Cable, LLC (the "TWC Issuer" and, together with CCO Issuers, the "Old Notes Issuers"), as applicable, to exchange (the "Pool 1 Offer") seven series of notes issued by the CCO Issuers or the TWC Issuer, as applicable (collectively, the "Pool 1 Notes"), for a combination of cash consideration and a new series of Senior Secured Notes due 2038 (the "New 2038 Notes") to be issued by the CCO Issuers and (ii) private offer by the CCO Issuers to exchange (the "Pool 2 Offer" and, together with the Pool 1 Offer, the "Exchange Offers") five series of notes (collectively, the "Pool 2 Notes" and, together with the Pool 1 Notes, the "Old Notes" and each series of Old Notes, a "series of Old Notes") for a combination of cash and a new series of Senior Secured Notes due 2041 (the "New 2041 Notes" and, together with the New 2038 Notes, the "New Notes" and each series of New Notes, a "series of New Notes") to be issued by the CCO Issuers.

As of 5:00 p.m., New York City time, on August 20, 2026 (the "Expiration Date"), according to information provided by D.F. King & Co., Inc., the exchange agent and the information agent for the Exchange Offers, the aggregate principal amount of $84,396,000 of Pool 1 Notes had been validly tendered and not withdrawn in the Pool 1 Offer after the Early Tender Date (as defined below) but on or prior to the Expiration Date, representing 0.8% of the outstanding Pool 1 Notes, and the aggregate principal amount of $60,651,000 of Pool 2 Notes had been validly tendered and not withdrawn in the Pool 2 Offer after the Early Tender Date but on or prior to the Expiration Date, representing 0.6% of the outstanding Pool 2 Notes, each as detailed below.

Pool 1 Notes

Issuer(s)

Title of Security

Aggregate Principal
Amount Outstanding

CUSIP No./ ISIN(1)

Acceptance
Priority Level(2)

Sub-Cap(2)

Principal
Amount Tendered

CCO Issuers

3.500% senior secured
notes due 2042

$1,236,000,000

161175CE2 /
US161175CE27

1

N/A

$15,633,000

3.500% senior secured

notes due 2041

$1,479,000,000

161175BZ6 /

US161175BZ64

2

N/A

$22,770,000

 TWC Issuer

4.500% senior debentures

due 2042

$1,250,000,000

88732JBD9 /
US88732JBD90

3

$614,423,000

$0

CCO Issuers

5.375% senior secured

notes due 2047 

$2,265,000,000

161175BL7 /

US161175BL78

161175BD5 /

US161175BD52

4

N/A

$31,422,000

2.300% senior secured

notes due 2032

$1,000,000,000

161175BX1 /

US161175BX17

5

N/A

$10,345,000

2.800% senior secured

notes due 2031 

$1,590,000,000

 161175BU7 / 

US161175BU77

6

N/A

$626,000

2.250% senior secured

notes due 2029 

$1,250,000,000

161175CD4 /
US161175CD44

7

N/A

$3,600,000

___________________

(1)

No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed in the Offering Memorandum (as defined below). Such CUSIP and ISIN numbers are provided solely for the convenience of the holders of Pool 1 Notes.

(2)

Subject to the New 2038 Notes Cap (as defined below) and, solely with respect to the 4.500% senior debentures due 2042 issued by the TWC Issuer (the "4.500% Notes"), the 4.500% Notes Sub-Cap (as defined below) and proration, the principal amount of each series of Pool 1 Notes that is accepted for exchange in the Pool 1 Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 7 being the lowest) specified in this column.

Pool 2 Notes

Issuer(s)

Title of Security

Aggregate Principal
Amount Outstanding

CUSIP No./ ISIN(1)

Acceptance
Priority Level(2)

Sub-Cap

Principal
Amount Tendered

CCO Issuers

3.700% senior secured

notes due 2051 

$2,050,000,000

161175BV5 /

US161175BV50

1

N/A

$5,548,000

3.900% senior secured

notes due 2052 

$2,400,000,000

161175CA0 /
US161175CA05

2

N/A

$11,006,000

4.800% senior secured
notes due 2050

$2,473,000,000

161175BT0 /
US161175BT05

3

N/A

$3,810,000

5.125% senior secured

notes due 2049

$1,244,000,000

161175BS2 /

US161175BS22

4

N/A

$6,935,000

5.250% senior secured

notes due 2053

$1,500,000,000

161175CK8 /

US161175CK86

5

N/A

$33,352,000

___________________

(1)

No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed in the Offering Memorandum (as defined below). Such CUSIP and ISIN numbers are provided solely for the convenience of the holders of Pool 2 Notes.

(2)

Subject to the New 2041 Notes Cap (as defined below) and proration, the principal amount of each series of Pool 2 Notes that is accepted for exchange in the Pool 2 Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 5 being the lowest) specified in this column.

As previously announced, the maximum aggregate principal amount of New 2038 Notes that the CCO Issuers will issue in connection with the Exchange Offers is $2,000,000,000 (the "New 2038 Notes Cap"), the maximum aggregate principal amount of New 2041 Notes that the CCO Issuers will issue in connection with the Exchange Offers is $2,000,000,000 (the "New 2041 Notes Cap") and the maximum aggregate principal amount of 4.500% Notes that the Company will accept for exchange pursuant to the terms of the Pool 1 Offer is $614,423,000 (the "4.500% Notes Sub-Cap"). The maximum aggregate principal amount of Pool 1 Notes that the Company will accept for exchange pursuant to the terms of the Pool 1 Offer is an amount of Pool 1 Notes that results in the issuance of New 2038 Notes in an amount not exceeding the New 2038 Notes Cap. The maximum aggregate principal amount of Pool 2 Notes that the Company will accept for exchange pursuant to the terms of the Pool 2 Offer is an amount of Pool 2 Notes that results in the issuance of the New 2041 Notes in an amount not exceeding the New 2041 Notes Cap. The maximum aggregate principal amount of the 4.500% Notes that the Company will accept for exchange is the 4.500% Notes Sub-Cap. The aggregate principal amount of 4.500% Notes tendered as of the Early Tender Date is equal to the 4.500% Notes Sub-Cap and as such no additional 4.500% Notes tendered after the Early Tender Date will be accepted.

The complete terms and conditions of the Exchange Offers are set forth in the offering memorandum, dated July 23, 2026 (as amended and supplemented from time to time, the "Offering Memorandum").

Eligible Holders of Old Notes who validly tendered their Old Notes after 5:00 p.m., New York City time, on August 5, 2026 (the "Early Tender Date") on or prior to the Expiration Date, and whose Old Notes are accepted pursuant to the terms of the applicable Exchange Offers, will receive (i) the Total Exchange Consideration, which includes the Early Exchange Premium (as defined in the Offering Memorandum), and (ii) accrued and unpaid interest in cash from the last applicable interest payment date to, but excluding, the Final Settlement Date, the amount of any pre-issuance interest on the New Notes exchanged therefor for the period from, and including, August 12, 2026 (the "Early Settlement Date") to, but not including, the Final Settlement Date, plus amounts due in lieu of fractional amounts of New Notes.

The final settlement of the Exchange Offers for Old Notes validly tendered after the Early Tender Date and at or prior to the Expiration Date is expected to occur on August 24, 2026 (such date, the "Final Settlement Date"), subject to the satisfaction of the conditions of the Exchange Offers as set forth in the Offering Memorandum. Upon completion of the final settlement of the Exchange Offers, the Old Notes Issuers will have exchanged in total, (i) $2,749,089,000 in aggregate principal amount of the Pool 1 Notes for New 2038 Notes and cash, and (ii) $2,750,000,000 in aggregate principal amount of the Pool 2 Notes for New 2041 Notes and cash, in each case, as set forth in the Offering Memorandum.

The New Notes and related guarantees and the offering thereof have not been registered with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), or any state or foreign securities laws. The New Notes and related guarantees may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offers are only being made, and the New Notes and related guarantees are only being offered and will only be issued to holders of Old Notes who are (1) reasonably believed to be "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act ("Rule 144A") or (2) outside the United States to persons other than "U.S. persons" as defined in Rule 902 under the Securities Act in offshore transactions in compliance with Regulation S under the Securities Act ("Regulation S") (such holders, the "Eligible Holders"). Only Eligible Holders who have properly completed and returned the eligibility certification, which is available from the information agent, are authorized to receive and review the Offering Memorandum and to participate in the Exchange Offers. Additionally, in order to participate in the Exchange Offers, Eligible Holders located in Canada are required to complete, sign and submit to the information agent a Canadian Eligibility Form (which is available from the information agent). There is no separate letter of transmittal in connection with the Offering Memorandum.

This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The Exchange Offers are being made solely by the Offering Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law.

Barclays Capital Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are serving as the joint lead dealer managers for the Exchange Offers, and BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are serving as the co-dealer managers for the Exchange Offers. Questions regarding the Exchange Offers may be directed to Barclays Capital Inc., Liability Management Group at (800) 438-3242 (toll free) or (212) 528-7581 (collect), Citigroup Global Markets Inc., Liability Management Group at (800) 558-3745 (toll free) or (212) 723-6106 (collect) or Morgan Stanley & Co. LLC, Liability Management Group at (800) 624-1808 (toll free) or (212) 761-1057 (collect).

D.F. King & Co., Inc. acts as the exchange agent and information agent for the Exchange Offers. Documents relating to the Exchange Offers will only be distributed to holders of Old Notes who certify that they are Eligible Holders. Questions or requests for assistance related to the Exchange Offers or for additional copies of the Offering Memorandum, eligibility certification or Canadian beneficial holder form may be directed to D.F. King & Co., Inc. at (888) 644-5854 (toll-free) or (646) 981-1289 (banks and brokers) or by email at [email protected]. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers. The Offering Memorandum, eligibility certification and Canadian beneficial holder form can be accessed at the following link: www.dfking.com/charter.

About Charter

Charter Communications, Inc. (NASDAQ: CHTR) is the leading broadband and video company in the nation and the fastest growing mobile provider in its footprint, with services available to more than 70 million homes and small to large businesses across 45 states through its Spectrum brand. Founded in 1993, Charter has evolved from providing cable TV to streaming, and from high-speed Internet to a converged broadband, WiFi and mobile experience. Over the Spectrum Fiber Broadband Network and supported by our 100% U.S.-based employees, the Company offers Seamless Connectivity and Entertainment with Spectrum Internet®, Mobile, TV and Voice products.

More information can be found at corporate.charter.com.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, the Exchange Offers. Although we believe that our plans, intentions and expectations as reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under "Risk Factors" from time to time in Charter's filings with the SEC. Many of the forward-looking statements contained in this press release may be identified by the use of forward-looking words such as "believe," "future," "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," "grow," "focused on" and "potential," among others.

All forward-looking statements attributable to the Company or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. The Company is under no duty or obligation to update any of the forward-looking statements after the date of this press release. 

SOURCE Charter Communications, Inc.

, /PRNewswire/ -- Charter Communications, Inc. (NASDAQ: CHTR) (along with its subsidiaries, "Charter") today announced that its subsidiaries, Charter Communications Operating, LLC ("CCO") and Charter Communications Operating Capital Corp. ("CCO Capital," and together with CCO, the "Issuers"), have closed their offering of $4.75 billion in aggregate principal amount of notes consisting of the following securities:

$1.75 billion in aggregate principal amount of 6.050% Senior Secured Notes due 2032 (the "2032 Notes"). The 2032 Notes bear interest at a rate of 6.050% per annum and were issued at a price of 99.839% of the aggregate principal amount. $1.0 billion in aggregate principal amount of 6.600% Senior Secured Notes due 2034 (the "2034 Notes"). The 2034 Notes bear interest at a rate of 6.600% per annum and were issued at a price of 99.896% of the aggregate principal amount. $1.0 billion in aggregate principal amount of 6.950% Senior Secured Notes due 2036 (the "2036 Notes"). The 2036 Notes bear interest at a rate of 6.950% per annum and were issued at a price of 99.937% of the aggregate principal amount. $1.0 billion in aggregate principal amount of 7.850% Senior Secured Notes due 2056 (the "2056 Notes" and, together with the 2032 Notes, the 2034 Notes and the 2036 Notes, the "Notes"). The 2056 Notes bear interest at a rate of 7.850% per annum and were issued at a price of 99.921% of the aggregate principal amount. The Notes were issued pursuant to an effective automatic shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC").

Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC were Joint Book-Running Managers for the senior secured notes offering. The offering was made only by means of a prospectus supplement dated August 6, 2026 and the accompanying base prospectus, copies of which may be obtained on the SEC's website at www.sec.gov or by contacting Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Telephone: (800) 831-9146, E-mail: [email protected]; or by contacting Morgan Stanley & Co. LLC, c/o 180 Varick Street, New York, NY 10014, Attention: Prospectus Department, Telephone: (866) 718-1649, Email: [email protected]; or by contacting Wells Fargo Securities, LLC, c/o 608 2nd Avenue South, Suite 1000, Minneapolis, Minnesota 55402, Attention: WFS Customer Service, Email: [email protected].

This news release is neither an offer to sell nor a solicitation of an offer to buy the Notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.

About Charter
Charter Communications, Inc. (NASDAQ:CHTR) is a leading broadband connectivity company with services available to nearly 59 million homes and small to large businesses across 41 states through its Spectrum brand. Founded in 1993, Charter has evolved from providing cable TV to streaming, and from high-speed Internet to a converged broadband, WiFi and mobile experience. Over the Spectrum Fiber Broadband Network and supported by our 100% U.S.-based employees, the Company offers Seamless Connectivity and Entertainment with Spectrum Internet®, Mobile, TV and Voice products.

More information about Charter can be found at corporate.charter.com.

SOURCE Charter Communications, Inc.

, /PRNewswire/ -- Charter Communications, Inc. (NASDAQ: CHTR) (along with its subsidiaries, "Charter") announced today the pricing terms for the previously announced private offer (the "Pool 1 Offer") by its wholly-owned subsidiaries, Charter Communications Operating, LLC ("CCO"), Charter Communications Operating Capital Corp. ("CCO Capital" and, together with CCO, collectively, the "CCO Issuers" or the "Company") and Time Warner Cable, LLC (the "TWC Issuer" and, together with CCO Issuers, the "Old Notes Issuers"), as applicable, to exchange seven series of notes issued by the CCO Issuers or the TWC Issuer, as applicable (collectively, the "Pool 1 Notes"), for a combination of cash consideration and a new series of Senior Secured Notes due 2038 (the "New 2038 Notes") to be issued by the CCO Issuers in an aggregate principal amount not greater than $2,000,000,000 (the "New 2038 Notes Cap"), as described in the table below. For each $1,000 principal amount of Pool 1 Notes validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on August 5, 2026 and accepted by the applicable Old Notes Issuers, the following table sets forth the yields, the total exchange consideration and the amount of cash component, as priced below:

Issuer(s)

Title of Security

Aggregate Principal Amount Outstanding

CUSIP No./ ISIN(1)

Acceptance Priority Level(2)

Sub-Cap(2)

Reference U.S. Treasury Security

Reference Yield(3)

Fixed Spread (Basis Points)

Exchange Offer Yield(4)

Early Exchange Premium(5)(6)

Total Exchange Consideration(6)

Cash
Component(7)

CCO Issuers

3.500% senior secured notes due 2042

$1,236,000,000

161175CE2 / US161175CE27

1

N/A

5.000% due May 15, 2046

5.186 %

+165 Bps

6.836 %

$50.00

$683.52

$95.00

3.500% senior secured notes due 2041

$1,479,000,000

161175BZ6 / US161175BZ64

2

N/A

4.375% due May 15, 2036

4.637 %

+215 Bps

6.787 %

$50.00

$695.94

$130.00

Time Warner Cable, LLC ("TWC Issuer" or "TWC")

4.500% senior debentures due 2042

$1,250,000,000

88732JBD9 / US88732JBD90

3

$ 614,423,000

5.000% due May 15, 2046

5.186 %

+190 Bps

7.086 %

$50.00

$754.01

$305.00

CCO Issuers

5.375% senior secured notes due 2047

$2,265,000,000

161175BL7 / US161175BL78

161175BD5

US161175BD52

4

N/A

5.000% due May 15, 2046

5.186 %

+215 Bps

7.336 %

$50.00

$792.65

$120.00

2.300% senior secured notes due 2032

$1,000,000,000

161175BX1 / US161175BX17

5

N/A

4.125% due June 30, 2031

4.355 %

+110 Bps

5.455 %

$50.00

$852.51

$0.00

2.800% senior secured notes due 2031

$1,590,000,000

161175BU7 /  US161175BU77

6

N/A

4.125% due June 30, 2031

4.355 %

+110 Bps

5.455 %

$50.00

$892.49

$0.00

2.250% senior secured notes due 2029

$1,250,000,000

161175CD4 / US161175CD44

7

N/A

4.125% due July 15, 2029

4.270 %

+80 Bps

5.070 %

$50.00

$936.39

$0.00

____________________

(1)

No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed in the Offering Memorandum (as defined below). Such CUSIP and ISIN numbers are provided solely for the convenience of the holders of Pool 1 Notes.

(2)

Subject to the New 2038 Notes Cap and, solely with respect to the 4.500% senior debentures due 2042 issued by the TWC Issuer (the "4.500% Note"), the sub-cap with respect to the aggregate principal amount of such series set forth in this table (the "4.500% Notes Sub-Cap") and proration, the principal amount of each series of Pool 1 Notes that is exchanged in the Pool 1 Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 7 being the lowest) specified in this column.

(3)

Represents the yield to maturity based on the bid side price of the Reference U.S. Treasury Security specified on this table for each series of Old Notes, as calculated by the Joint Lead Dealer Managers at the Pricing Time (as defined below).

(4)

Represents the sum of (i) the Reference Yield set forth in this table and (ii) the applicable Fixed Spread specified for each series of Pool 1 Notes set forth in this table.

(5)

Per $1,000 principal amount of the Pool 1 Notes validly tendered prior to or at the Early Tender Date (as defined below) (and not validly withdrawn at or prior to the Withdrawal Deadline (as defined below)) and accepted for exchange, to be paid in the form of New 2038 Notes.

(6)

Per $1,000 principal amount of the Pool 1 Notes validly tendered prior to or at the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline) and accepted for exchange, which will be divided into (i) a cash payment equal to the applicable Cash Component and (ii) a principal amount of New 2038 Notes equal to the Total Exchange Consideration minus such Cash Component. The Total Exchange Consideration is inclusive of the Early Exchange Premium.

(7)

Represents the portion of the Total Exchange Consideration for the Pool 1 Notes that will be payable in cash per $1,000 principal amount of Pool 1 Notes validly tendered and accepted for exchange.

Charter also announced today the pricing terms for the previously announced private offer (the "Pool 2 Offer" and, together with the Pool 1 Offer, the "Exchange Offers") by the CCO Issuers to exchange five series of notes (collectively, the "Pool 2 Notes" and, together with the Pool 1 Notes, the "Old Notes" and each series of Old Notes, a "series of Old Notes") for a combination of cash and a new series of Senior Secured Notes due 2041 (the "New 2041 Notes" and, together with the New 2038 Notes, the "New Notes" and each series of New Notes, a "series of New Notes") to be issued by the CCO Issuers in an aggregate principal amount not greater than $2,000,000,000 (the "New 2041 Notes Cap"), as described in the table below. For each $1,000 principal amount of Pool 2 Notes validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on August 5, 2026 and accepted by the CCO Issuers, the following table sets forth the yields, the total exchange consideration and the amount of cash component, as priced below:

Issuer(s)

Title of Security

Aggregate Principal Amount Outstanding

CUSIP No./ ISIN(1)

Acceptance Priority Level(2)

Sub-Cap(2)

Reference U.S. Treasury Security

Reference Yield(3)

Fixed Spread (Basis Points)

Exchange Offer Yield(4)

Early Exchange Premium(5)(6)

Total Exchange Consideration(6)

Cash
Component(7)

CCO Issuers

3.700% senior secured notes due 2051

$2,050,000,000

161175BV5 / US161175BV50

1

N/A

4.750% due February 15, 2056

5.187 %

+190 Bps

7.087 %

$50.00

$607.96

$0.00

3.900% senior secured notes due 2052

$2,400,000,000

161175CA0 / US161175CA05

2

N/A

4.750% due February 15, 2056

5.187 %

+195 Bps

7.137 %

$50.00

$620.63

$0.00

4.800% senior secured notes due 2050

$2,473,000,000

161175BT0 / US161175BT05

3

N/A

4.750% due February 15, 2056

5.187 %

+205 Bps

7.237 %

$50.00

$726.33

$117.50

5.125% senior secured notes due 2049

$1,244,000,000

161175BS2 / US161175BS22

4

N/A

5.000% due May 15, 2046

5.186 %

+220 Bps

7.386 %

$50.00

$752.01

$150.00

5.250% senior secured notes due 2053

$1,500,000,000

161175CK8 / US161175CK86

5

N/A

4.750% due February 15, 2056

5.187 %

+210 Bps

7.287 %

$50.00

$761.91

$190.00

____________________

(1)

No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed in the Offering Memorandum. Such CUSIP and ISIN numbers are provided solely for the convenience of the holders of Pool 2 Notes.

(2)

Subject to the New 2041 Notes Cap and proration, the principal amount of each series of Pool 2 Notes that is exchanged in the Pool 2 Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 5 being the lowest) specified in this column.

(3)

Represents the yield to maturity based on the bid side price of the Reference U.S. Treasury Security specified on this table for each series of Old Notes, as calculated by the Joint Lead Dealer Managers at the Pricing Time.

(4)

Represents the sum of (i) the Reference Yield set forth in this table and (ii) the applicable Fixed Spread specified for each series of Pool 2 Notes set forth in this table.

(5)

Per $1,000 principal amount of the Pool 2 Notes validly tendered prior to or at the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline) and accepted for exchange, to be paid in the form of New 2041 Notes.

(6)

Per $1,000 principal amount of the Pool 2 Notes validly tendered prior to or at the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline) and accepted for exchange, which will be divided into (i) a cash payment equal to the applicable Cash Component and (ii) a principal amount of New 2041 Notes equal to the Total Exchange Consideration minus such Cash Component. The Total Exchange Consideration is inclusive of the Early Exchange Premium.

(7)

Represents the portion of the Total Exchange Consideration for the Pool 2 Notes that will be payable in cash per $1,000 principal amount of Pool 2 Notes validly tendered and accepted for exchange.

In addition, Eligible Holders (as defined below) whose Old Notes are validly tendered (not validly withdrawn) and accepted for exchange pursuant to the terms of the applicable Exchange Offers will receive in cash accrued and unpaid interest from the last applicable interest payment date to, but excluding, the date on which the exchange of such Old Notes is settled, less the amount of any pre-issuance interest on the New Notes exchanged therefor, and amounts due in lieu of fractional amounts of New Notes.

Based on the principal amount of Old Notes validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on August 5, 2026 and in accordance with the terms of the Exchange Offers, the Old Notes Issuers expect to accept, on August 12, 2026, (i) all of the Pool 1 Notes at Acceptance Priority Levels 1 through 7 and (ii) all of the Pool 2 Notes at Acceptance Priority Levels 1 through 5.

The Exchange Offers described in this press release are being conducted upon the terms and subject to the conditions set forth in the offering memorandum, dated July 23, 2026 (as amended and/or supplemented from time to time, the "Offering Memorandum").

Eligible Holders of Old Notes who validly tendered their Old Notes at or before 5:00 p.m., New York City time, on August 5, 2026 (the "Early Tender Date"), who did not validly withdraw their tenders and whose Old Notes are accepted for exchange, will receive an early exchange premium as set forth in the tables above (the "Early Exchange Premium"). The aggregate principal amount of 4.500% Notes tendered as of the Early Tender Date is equal to the 4.500% Notes Sub-Cap and as such no additional 4.500% Notes tendered after the Early Tender Date will be accepted.

The yield on the New 2038 Notes will be 7.087%, and the new issue price of the New 2038 Notes will be $1,000, which has been determined by reference to the bid-side yield on the 4.375% U.S. Treasury Notes due May 15, 2036, as of 10:00 a.m., New York City time, on August 6, 2026 (such date and time, the "Pricing Time"), which was 4.637%, plus 2.450%, rounded to the nearest 0.001%. The yield on the New 2041 Notes will be 7.337%, and the new issue price of the New 2041 Notes will be $1,000, which has been determined by reference to the bid-side yield on the 4.375% U.S. Treasury Notes due May 15, 2036, as of the Pricing Time, which was 4.637%, plus 2.700%, rounded to the nearest 0.001%.

The Exchange Offers will expire at 5:00 p.m., New York City time, on August 20, 2026, unless extended or earlier terminated by the Company (the "Expiration Date"). The withdrawal deadline for the Exchange Offers occurred at 5:00 p.m., New York City time, on August 5, 2026 (the "Withdrawal Deadline"). As a result, tenders of Old Notes submitted in the Exchange Offers after the Withdrawal Deadline will be irrevocable except in the limited circumstances where additional withdrawal rights are required by law (as determined by the Company).

The New Notes and related guarantees and the offering thereof have not been registered with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), or any state or foreign securities laws. The New Notes and related guarantees may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offers are only being made, and the New Notes and related guarantees are only being offered and will only be issued to holders of Old Notes who are (1) reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act ("Rule 144A") or (2) outside the United States to persons other than "U.S. persons" as defined in Rule 902 under the Securities Act in offshore transactions in compliance with Regulation S under the Securities Act ("Regulation S") (such holders, the "Eligible Holders"). Only Eligible Holders who have properly completed and returned the eligibility certification, which is available from the information agent, are authorized to receive and review the Offering Memorandum and to participate in the Exchange Offers. Additionally, in order to participate in the Exchange Offers, Eligible Holders located in Canada are required to complete, sign and submit to the information agent a Canadian Eligibility Form (which is available from the information agent). There is no separate letter of transmittal in connection with the Offering Memorandum.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in the Exchange Offers before the deadlines specified herein and in the Offering Memorandum, eligibility certification and Canadian Eligibility Form. The deadlines set by each clearing system for the submission and withdrawal of exchange instructions will also be earlier than the relevant deadlines specified herein and in the Offering Memorandum, eligibility certification and Canadian Eligibility Form.

This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The Exchange Offers are being made solely by the Offering Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law.

Barclays Capital Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are serving as the joint lead dealer managers for the Exchange Offers, and BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are serving as the co-dealer managers for the Exchange Offers. Questions regarding the Exchange Offers may be directed to Barclays Capital Inc., Liability Management Group at (800) 438-3242 (toll free) or (212) 528-7581 (collect), Citigroup Global Markets Inc., Liability Management Group at (800) 558-3745  (toll free) or (212) 723-6106  (collect) or Morgan Stanley & Co. LLC, Liability Management Group at (800) 624-1808 (toll free) or (212) 761-1057 (collect).

D.F. King & Co., Inc. will act as the exchange agent and information agent for the Exchange Offers. Documents relating to the Exchange Offers will only be distributed to holders of Old Notes who certify that they are Eligible Holders. Questions or requests for assistance related to the Exchange Offers or for additional copies of the Offering Memorandum, eligibility certification or Canadian beneficial holder form may be directed to D.F. King & Co., Inc. at (888) 644-5854 (toll-free) or (646) 981-1289 (banks and brokers) or by email at [email protected]. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers. The Offering Memorandum, eligibility certification and Canadian beneficial holder form can be accessed at the following link: www.dfking.com/charter.

About Charter

Charter Communications, Inc. (NASDAQ: CHTR) is a leading broadband connectivity company with services available to nearly 59 million homes and small to large businesses across 41 states through its Spectrum brand. Founded in 1993, Charter has evolved from providing cable TV to streaming, and from high-speed Internet to a converged broadband, WiFi and mobile experience. Over the Spectrum Fiber Broadband Network and supported by our 100% U.S.-based employees, the company offers Seamless Connectivity and Entertainment with Spectrum Internet®, Mobile, TV and Voice products.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, the Exchange Offers. Although we believe that our plans, intentions and expectations as reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under "Risk Factors" from time to time in Charter's filings with the SEC. Many of the forward-looking statements contained in this press release may be identified by the use of forward-looking words such as "believe," "future," "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," "grow," "focused on" and "potential," among others.

All forward-looking statements attributable to the Company or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. The Company is under no duty or obligation to update any of the forward-looking statements after the date of this press release. 

SOURCE Charter Communications, Inc.

, /PRNewswire/ -- Charter Communications, Inc. (NASDAQ: CHTR) (along with its subsidiaries, "Charter")  announced today the early tender results for the previously announced (i) private offer by its wholly-owned subsidiaries, Charter Communications Operating, LLC ("CCO"), Charter Communications Operating Capital Corp. ("CCO Capital" and, together with CCO, collectively, the "CCO Issuers" or the "Company") and Time Warner Cable, LLC (the "TWC Issuer" and, together with CCO Issuers, the "Old Notes Issuers"), as applicable, to exchange (the "Pool 1 Offer") seven series of notes issued by the CCO Issuers or the TWC Issuer, as applicable (collectively, the "Pool 1 Notes"), for a combination of cash consideration and a new series of Senior Secured Notes due 2038 (the "New 2038 Notes") to be issued by the CCO Issuers and (ii) private offer by the CCO Issuers to exchange (the "Pool 2 Offer" and, together with the Pool 1 Offer, the "Exchange Offers") five series of notes (collectively, the "Pool 2 Notes" and, together with the Pool 1 Notes, the "Old Notes" and each series of Old Notes, a "series of Old Notes") for a combination of cash and a new series of Senior Secured Notes due 2041 (the "New 2041 Notes" and, together with the New 2038 Notes, the "New Notes" and each series of New Notes, a "series of New Notes") to be issued by the CCO Issuers.

As of the previously announced early tender time of 5:00 p.m., New York City time, on August 5, 2026 (the "Early Tender Date"), according to information provided by D.F. King & Co., Inc., the exchange agent and the information agent for the Exchange Offers, the aggregate principal amount of $2,664,740,000 of Pool 1 Notes had been validly tendered and not withdrawn in the Pool 1 Offer, representing 26.5% of the outstanding Pool 1 Notes, and the aggregate principal amount of $2,689,377,000 of Pool 2 Notes had been validly tendered and not withdrawn in the Pool 2 Offer, representing 27.8% of the outstanding Pool 2 Notes, each as detailed below.

Pool 1 Notes

Issuer(s)

Title of Security

Aggregate Principal
Amount Outstanding

CUSIP No./ ISIN(1)

Acceptance Priority
Level(2)

Sub-Cap(2)

Principal
Amount
Tendered

CCO Issuers

3.500% senior secured notes due 2042

$1,236,000,000

161175CE2 /
US161175CE27

1

N/A

$323,348,000

3.500% senior secured notes due 2041

$1,479,000,000

161175BZ6 /
US161175BZ64

2

N/A

$450,822,000

 TWC Issuer

4.500% senior debentures due 2042

$1,250,000,000

88732JBD9 /
US88732JBD90

3

$ 614,423,000

$614,423,000

CCO Issuers

5.375% senior secured notes due 2047

$2,265,000,000

161175BL7 /
US161175BL78

161175BD5

US161175BD52

4

N/A

$778,719,000

2.300% senior secured notes due 2032

$1,000,000,000

161175BX1 /
US161175BX17

5

N/A

$144,042,000

2.800% senior secured notes due 2031

$1,590,000,000

 161175BU7 / 
US161175BU77

6

N/A

$260,060,000

2.250% senior secured notes due 2029

$1,250,000,000

161175CD4 /
US161175CD44

7

N/A

$93,326,000

(1)

No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed in the Offering Memorandum (as defined below). Such CUSIP and ISIN numbers are provided solely for the convenience of the holders of Pool 1 Notes.

(2)

Subject to the New 2038 Notes Cap (as defined below) and, solely with respect to the 4.500% senior debentures due 2042 issued by the TWC Issuer (the "4.500% Notes"), the sub-cap with respect to the aggregate principal amount of such series set forth in this table and proration, the principal amount of each series of Pool 1 Notes that is accepted for exchange in the Pool 1 Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 7 being the lowest) specified in this column.

Pool 2 Notes

Issuer(s)

Title of Security

Aggregate Principal
Amount Outstanding

CUSIP No./ ISIN(1)

Acceptance
Priority Level(2)

Sub-Cap

Principal Amount
Tendered

CCO Issuers

3.700% senior secured notes due 2051

$2,050,000,000

161175BV5 /
US161175BV50

1

N/A

$517,617,000

3.900% senior secured notes due 2052

$2,400,000,000

161175CA0 /
US161175CA05

2

N/A

$504,449,000

4.800% senior secured notes due 2050

$2,473,000,000

161175BT0 /
US161175BT05

3

N/A

$864,822,000

5.125% senior secured notes due 2049

$1,244,000,000

161175BS2 /
US161175BS22

4

N/A

$505,766,000

5.250% senior secured notes due 2053

$1,500,000,000

161175CK8 /
US161175CK86

5

N/A

$296,723,000

(1)

No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed in the Offering Memorandum (as defined below). Such CUSIP and ISIN numbers are provided solely for the convenience of the holders of Pool 2 Notes.

(2)

  Subject to the New 2041 Notes Cap (as defined below) and proration, the principal amount of each series of Pool 2 Notes that is accepted for exchange in the Pool 2 Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 5 being the lowest) specified in this column.

Charter further announced that the Company has amended the Exchange Offers to increase the consideration for Eligible Holders who validly tender their Old Notes after the Early Tender Date (as defined below) but on or prior to the Expiration Date (as defined below), and whose Old Notes are accepted for exchange pursuant to the terms of the applicable Exchange Offers, to receive, for each $1,000 aggregate principal amount of Old Notes validly tendered after the Early Tender Date but on or prior to the Expiration Date (and not validly withdrawn), the Total Exchange Consideration (as defined in the Offering Memorandum).

In addition, the Company has increased (i) the maximum aggregate principal amount of New 2038 Notes that the CCO Issuers will issue in connection with the Exchange Offers from $1,750,000,000 to $2,000,000,000 (as increased, the "New 2038 Notes Cap"), (ii) the maximum aggregate principal amount of New 2041 Notes that the CCO Issuers will issue in connection with the Exchange Offers from $1,750,000,000 to $2,000,000,000 (as increased, the "New 2041 Notes Cap") and (iii) the maximum aggregate principal amount of 4.500% Notes that the Company will accept for exchange pursuant to the terms of the Pool 1 Offer from $450,000,000 to $614,423,000, which is equivalent to the amount of 4.500% Notes tendered prior to the Early Tender Date (as increased, the "4.500% Notes Sub-Cap"). The maximum aggregate principal amount of Pool 1 Notes that the Company will accept for exchange is an amount of Pool 1 Notes that results in the issuance of New 2038 Notes in an amount not exceeding the New 2038 Notes Cap. The maximum aggregate principal amount of Pool 2 Notes that the Company will accept for exchange is an amount of Pool 2 Notes that results in the issuance of the New 2041 Notes in an amount not exceeding the New 2041 Notes Cap. The maximum aggregate principal amount of the 4.500% Notes that the Company will accept for exchange is the 4.500% Notes Sub-Cap.

Except as stated in this press release, no other terms of the Exchange Offers have changed. The complete terms and conditions of the Exchange Offers are set forth in the offering memorandum, dated July 23, 2026 (as amended and supplemented from time to time, the "Offering Memorandum").

The withdrawal deadline for the Exchange Offers occurred at 5:00 p.m., New York City time, on August 5, 2026 (the "Withdrawal Deadline"). As a result, tenders of Old Notes submitted in the Exchange Offers after the Withdrawal Deadline will be irrevocable except in the limited circumstances where additional withdrawal rights are required by law (as determined by the Company).

The pricing of the New Notes will occur at 10:00 a.m., New York City time, on August 6, 2026.

The Company has elected to exercise its right to settle the Exchange Offers for Old Notes that were validly tendered (and not validly withdrawn) prior to or at the Early Tender Date and that are accepted for exchange pursuant to the terms of the applicable Exchange Offers on August 12, 2026 (the "Early Settlement Date").

Eligible Holders of Old Notes who validly tendered their Old Notes on or prior to the Early Tender Date, and whose Old Notes are accepted pursuant to the terms of the applicable Exchange Offers, will receive (i) the Total Exchange Consideration, which includes the Early Exchange Premium (as defined in the Offering Memorandum), and (ii) accrued and unpaid interest in cash from the last applicable interest payment date to, but excluding, the Early Settlement Date, plus amounts due in lieu of fractional amounts of New Notes.

The amount of outstanding Old Notes validly tendered at or prior to the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline), as reflected in the tables above, satisfied the Minimum New Issue Condition in each of the Exchange Offers as described in the Offering Memorandum.

The Exchange Offers will expire at 5:00 p.m., New York City time, on August 20, 2026, unless extended or earlier terminated by the Company (the "Expiration Date").

The New Notes and related guarantees and the offering thereof have not been registered with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), or any state or foreign securities laws. The New Notes and related guarantees may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offers are only being made, and the New Notes and related guarantees are only being offered and will only be issued to holders of Old Notes who are (1) reasonably believed to be "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act ("Rule 144A") or (2) outside the United States to persons other than "U.S. persons" as defined in Rule 902 under the Securities Act in offshore transactions in compliance with Regulation S under the Securities Act ("Regulation S") (such holders, the "Eligible Holders"). Only Eligible Holders who have properly completed and returned the eligibility certification, which is available from the information agent, are authorized to receive and review the Offering Memorandum and to participate in the Exchange Offers. Additionally, in order to participate in the Exchange Offers, Eligible Holders located in Canada are required to complete, sign and submit to the information agent a Canadian Eligibility Form (which is available from the information agent). There is no separate letter of transmittal in connection with the Offering Memorandum.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in the Exchange Offers before the deadlines specified herein and in the Offering Memorandum, eligibility certification and Canadian Eligibility Form. The deadlines set by each clearing system for the submission and withdrawal of exchange instructions will also be earlier than the relevant deadlines specified herein and in the Offering Memorandum, eligibility certification and Canadian Eligibility Form.

This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The Exchange Offers are being made solely by the Offering Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law.

Barclays Capital Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are serving as the joint lead dealer managers for the Exchange Offers, and BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are serving as the co-dealer managers for the Exchange Offers. Questions regarding the Exchange Offers may be directed to Barclays Capital Inc., Liability Management Group at (800) 438-3242 (toll free) or (212) 528-7581 (collect), Citigroup Global Markets Inc., Liability Management Group at (800) 558-3745  (toll free) or (212) 723-6106  (collect) or Morgan Stanley & Co. LLC, Liability Management Group at (800) 624-1808 (toll free) or (212) 761-1057 (collect).

D.F. King & Co., Inc. will act as the exchange agent and information agent for the Exchange Offers. Documents relating to the Exchange Offers will only be distributed to holders of Old Notes who certify that they are Eligible Holders. Questions or requests for assistance related to the Exchange Offers or for additional copies of the Offering Memorandum, eligibility certification or Canadian beneficial holder form may be directed to D.F. King & Co., Inc. at (888) 644-5854 (toll-free) or (646) 981-1289 (banks and brokers) or by email at [email protected]. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers. The Offering Memorandum, eligibility certification and Canadian beneficial holder form can be accessed at the following link: www.dfking.com/charter.

About Charter

Charter Communications, Inc. (NASDAQ: CHTR) is a leading broadband connectivity company with services available to nearly 59 million homes and small to large businesses across 41 states through its Spectrum brand. Founded in 1993, Charter has evolved from providing cable TV to streaming, and from high-speed Internet to a converged broadband, WiFi and mobile experience. Over the Spectrum Fiber Broadband Network and supported by our 100% U.S.-based employees, the company offers Seamless Connectivity and Entertainment with Spectrum Internet®, Mobile, TV and Voice products.

More information about Charter can be found at corporate.charter.com. 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, the Exchange Offers. Although we believe that our plans, intentions and expectations as reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under "Risk Factors" from time to time in Charter's filings with the SEC. Many of the forward-looking statements contained in this press release may be identified by the use of forward-looking words such as "believe," "future," "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," "grow," "focused on" and "potential," among others.

All forward-looking statements attributable to the Company or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. The Company is under no duty or obligation to update any of the forward-looking statements after the date of this press release. 

SOURCE Charter Communications, Inc.

Charter Communications Inc. (NASDAQ:CHTR) on Friday posted upbeat second-quarter 2026 earnings.

The cable and broadband provider reported revenue of $13.53 billion, down 1.7% from a year earlier but slightly above the analyst consensus estimate of $13.51 billion. Adjusted earnings came in at $10.66 per share, beating expectations of $10.14.

The company lost 172,000 internet customers, compared with a loss of 116,000 a year earlier. Video customer losses narrowed to 21,000, compared with a loss of 80,000 a year earlier, helped by simplified pricing, revised packaging and the addition of streaming services to Spectrum’s expanded basic packages.

Charter reiterated its 2026 capital expenditure forecast of about $11.4 billion, down from $11.7 billion in 2025.

Charter Communications shares gained 2.6% to trade at $126.56 on Monday.

These analysts made changes to their price targets on Charter Communications following earnings announcement.

Considering buying CHTR stock? Here’s what analysts think:

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, /PRNewswire/ -- Charter Communications, Inc. (along with its subsidiaries, the "Company" or "Charter"), which operates the Spectrum brand, today reported financial and operating results for the three and six months ended June 30, 2026.

Second quarter Spectrum MobileTM lines increased by 406,000 and by 1.7 million over the last twelve months. As of June 30, 2026, Charter served 12.5 million mobile lines. During the second quarter, Spectrum Internet® customers declined by 172,000. As of June 30, 2026, Charter served 29.4 million Internet customers. Video customers decreased by 21,000 in the second quarter and declined by 107,000, or 0.8%, over the last twelve months. As of June 30, 2026, Charter served 12.5 million video customers. As of June 30, 2026, customer relationships totaled 31.5 million and connectivity customers totaled 30.4 million. Second quarter revenue of $13.5 billion declined 1.7% year-over-year, primarily driven by lower residential video revenue. Net income attributable to Charter shareholders totaled $1.3 billion in the second quarter. Second quarter Adjusted EBITDA1 of $5.4 billion declined 4.3% year-over-year and by 3.2% excluding transition expenses. Second quarter capital expenditures totaled $2.9 billion. Second quarter net cash flows from operating activities of $3.9 billion vs. $3.6 billion in the prior year. Second quarter free cash flow1 of $969 million declined $77 million versus the prior year, primarily due to an unfavorable change in accrued expenses related to capital expenditures, partly offset by higher operating cash flow. During the second quarter, Charter purchased 4.0 million shares of Charter Class A common stock for $838 million and $1.2 billion in aggregate principal amount of Charter Communications Operating, LLC and CCO Holdings, LLC notes under an open market repurchase program for $1.0 billion in cash. "We operate in a competitive environment across all of our products, and our strategy for growing connectivity services is simple -- deliver the best products, at the best overall value, with the best service," said Chris Winfrey, President and CEO of Charter. "We look forward to delivering the benefits of that strategy to Cox's customers and communities after the transaction closes. As the nation's leading provider of converged connectivity services, Spectrum will have additional scale to develop new products with industry and technology partners. And by saving customers money with Spectrum products, serviced by 100% US-based employees -- we will drive customer and shareholder value for years to come."

1.

Adjusted EBITDA and free cash flow are non-GAAP measures defined in the "Use of Adjusted EBITDA and Free Cash Flow Information" section and are reconciled to net income attributable to Charter shareholders and net cash flows from operating activities, respectively, in the addendum of this news release.

Key Operating Results

Approximate as of

June 30, 2026 (d)

June 30, 2025 (d)

Y/Y Change

Footprint

Estimated Passings (e)

58,981

57,540

2.5 %

Customer Relationships (f)

Residential

29,276

29,819

(1.8) %

Small Business

2,223

2,241

(0.8) %

Total Customer Relationships

31,499

32,060

(1.7) %

Residential

(176)

(95)

(81)

Small Business

(8)

(5)

(3)

Total Customer Relationships Quarterly Net Additions

(184)

(100)

(84)

Total Customer Relationship Penetration of Estimated Passings (g)

53.4 %

55.7 %

(2.3) ppts

Monthly Residential Revenue per Residential Customer (h)

$               117.52

$               119.70

(1.8) %

Monthly Small Business Revenue per Small Business Customer (i)

$               165.27

$               162.91

1.4 %

Residential Customer Relationships Penetration (j)

One Product Penetration

47.4 %

48.7 %

(1.3) ppts

Two Product Penetration

35.1 %

33.8 %

1.3 ppts

Three or More Product Penetration

17.6 %

17.5 %

0.1 ppts

Connectivity (k)

Residential

28,306

28,705

(1.4) %

Small Business

2,069

2,076

(0.4) %

Total Connectivity Customers

30,375

30,781

(1.3) %

Residential

(140)

(53)

(87)

Small Business

(5)

(4)

(1)

Total Connectivity Quarterly Net Additions

(145)

(57)

(88)

Internet

Residential

27,358

27,868

(1.8) %

Small Business

2,030

2,040

(0.5) %

Total Internet Customers

29,388

29,908

(1.7) %

Residential

(166)

(111)

(55)

Small Business

(6)

(5)

(1)

Total Internet Quarterly Net Additions

(172)

(116)

(56)

Mobile Lines (l)

Residential

12,099

10,502

15.2 %

Small Business

441

354

24.4 %

Total Mobile Lines

12,540

10,856

15.5 %

Residential

385

471

(86)

Small Business

21

20

1

Total Mobile Lines Quarterly Net Additions

406

491

(85)

Video (m)

Residential

12,010

12,087

(0.6) %

Small Business

514

544

(5.4) %

Total Video Customers

12,524

12,631

(0.8) %

Residential

(11)

(73)

62

Small Business

(10)

(7)

(3)

Total Video Quarterly Net Additions

(21)

(80)

59

Voice

Residential

4,494

5,161

(12.9) %

Small Business

1,200

1,225

(2.1) %

Total Voice Customers

5,694

6,386

(10.8) %

Mid-Market & Large Business (n)

Mid-Market & Large Business Primary Service Units ("PSUs")

364

350

3.9 %

Mid-Market & Large Business Quarterly Net Additions

4

6

(2)

In thousands, except per customer and penetration data. See footnotes to unaudited summary of operating statistics on page 7 of the addendum of this news release. The footnotes contain important disclosures regarding the definitions used for these operating statistics.  All percentages are calculated using whole numbers. Minor differences may exist due to rounding. 

Second quarter total Internet customers decreased by 172,000, compared to a decline of 116,000 during the second quarter of 2025. Spectrum Internet delivers the most reliable Internet1, and the Company is evolving its connectivity network to offer symmetrical and multi-gigabit Internet speeds across its entire footprint and has launched symmetrical Internet service in several markets. Spectrum expects to complete its network evolution initiative in 2027. In February 2026, Spectrum launched its Invincible WiFiTM product, a tri-band advanced WiFi 7 router that integrates 5G cellular and battery backup to keep customers seamlessly and fully connected during a power outage or network disruption. In the first quarter, Spectrum launched its $1,000 savings guarantee; new or existing Spectrum Internet customers switching two or more mobile lines from Verizon, AT&T or T-Mobile are now guaranteed $1,000 of savings in their first year, or Spectrum will cover the difference.

During the second quarter of 2026, Charter added 406,000 total mobile lines, compared to growth of 491,000 during the second quarter of 2025. Spectrum Mobile has faster wireless speeds than the competition (AT&T, T-Mobile, Verizon).2 Spectrum Mobile is central to Charter's converged network strategy to provide customers a differentiated connectivity experience with highly competitive, simple data plans and pricing.

Total video customers decreased by 21,000 in the second quarter of 2026, compared to a decline of 80,000 in the second quarter of 2025, with the improvement driven by simplified pricing and packaging and benefits from the inclusion of programmers' streaming applications in Spectrum's expanded basic video packages. As of June 30, 2026, Charter had 12.5 million total video customers.

Spectrum TV Select video customers now receive up to approximately $127 per month of programmers' streaming application retail value at no extra cost, including the ad-supported versions of Disney+, Hulu, ESPN Unlimited, HBO Max, Paramount+, Peacock, AMC+, ViX, Tennis Channel, Fox One and Discovery+. Beginning in June 2026, Spectrum customers can purchase ad-supported and ad-free versions of Netflix through the Spectrum App Store. The Spectrum App Store is an innovative digital marketplace where Spectrum TV customers can activate, manage and upgrade the streaming apps included with their video plans. The Spectrum App Store also allows Spectrum customers without a traditional TV package to purchase and manage streaming apps à la carte.

During the second quarter of 2026, total wireline voice customers declined by 178,000, compared to a decline of 220,000 in the second quarter of 2025. As of June 30, 2026, Charter had 5.7 million total wireline voice customers.

Charter continues to work with federal, state and local governments to bring Spectrum Internet to unserved and underserved communities. During the second quarter of 2026, Charter activated 127,000 subsidized rural passings. Within Charter's subsidized rural footprint, total customer relationships increased by 47,000 in the second quarter of 2026.

1.

Most reliable Internet claim based on Broadband Reliability Experience among top 5 national providers in Opensignal USA: Fixed Broadband Experience Report – May 2026. Based on Opensignal independent analysis of Internet connectivity, completion, and sufficiency.

2.

Based on Download Speeds among top 5 national providers in Opensignal USA, Converged Experience, April 2026.

Second Quarter Financial Results
(in millions)

Three Months Ended June 30,

2026

2025

% Change

Revenues:

Internet

$    5,776

$    5,969

(3.2) %

Mobile service

1,095

921

18.9 %

Connectivity

6,871

6,890

(0.3) %

Video

3,149

3,488

(9.7) %

Voice

331

346

(4.5) %

Residential revenue

10,351

10,724

(3.5) %

Small business

1,104

1,096

0.7 %

Mid-market & large business

761

740

2.8 %

Commercial revenue

1,865

1,836

1.5 %

Advertising sales

416

371

12.3 %

Other

894

835

7.1 %

Total Revenues

$  13,526

$  13,766

(1.7) %

Net income attributable to Charter shareholders

$    1,292

$    1,301

(0.7) %

Net income attributable to Charter shareholders margin

9.6 %

9.4 %

Adjusted EBITDA1

$    5,449

$    5,693

(4.3) %

Adjusted EBITDA margin

40.3 %

41.4 %

Capital expenditures

$    2,871

$    2,874

(0.1) %

Net cash flows from operating activities

$    3,925

$    3,600

9.0 %

Free cash flow1

$       969

$    1,046

(7.4) %

All percentages are calculated using whole numbers. Minor differences may exist due to rounding.

1.

Adjusted EBITDA and free cash flow are non-GAAP measures defined in the "Use of Adjusted EBITDA and Free Cash Flow Information" section and are reconciled to net income attributable to Charter shareholders and net cash flows from operating activities, respectively, in the addendum of this news release. 

Revenues

Second quarter revenue decreased by 1.7% year-over-year to $13.5 billion, driven by lower residential video revenue mostly due to higher costs allocated to programmer streaming applications and netted within video revenue and lower residential Internet revenue, partly offset by an increase in residential mobile service revenue, higher mobile device revenue and higher advertising sales revenue. Excluding advertising sales revenue and costs allocated to programmer streaming applications and netted within video revenue, second quarter total revenue declined by 0.8% year-over-year.

Residential revenue totaled $10.4 billion in the second quarter, a decrease of 3.5% year-over-year, driven by a year-over-year decline in residential customers of 1.8% and a decrease in monthly residential revenue per residential customer of 1.8%. Excluding costs allocated to programmer streaming applications and netted within video revenue, residential revenue declined by 1.8%.

Second quarter 2026 monthly residential revenue per residential customer totaled $117.52, a decrease of 1.8% compared to the prior year period. The decline was driven by $251 million of costs allocated to programmer streaming applications and netted within video revenue versus $67 million in the prior year period, pricing and packaging mix within Charter's customer base and a decline in video customers during the last year, partly offset by the growth of Spectrum Mobile. Excluding costs allocated to programmer streaming applications and netted within video revenue, monthly residential revenue per residential customer decreased 0.1% compared to the prior year period.

Internet revenue declined 3.2% year-over-year to $5.8 billion, driven by a decline in Internet customers year-over year and pricing and packaging mix within Charter's customer base, partly offset by more favorable bundled revenue allocation year-over-year.

Second quarter mobile service revenue totaled $1.1 billion, an increase of 18.9% year-over-year, driven by mobile line growth and rate adjustments.

Video revenue totaled $3.1 billion in the second quarter, a decrease of 9.7% compared to the prior year period, driven by a higher mix of lower priced video packages within Charter's video customer base, $251 million of costs allocated to programmer streaming applications and netted within video revenue versus $67 million in the prior year period, more unfavorable bundled revenue allocation year-over-year and a decline in video customers during the last year, partly offset by promotional rate step-ups and video rate adjustments that pass through programmer rate increases.

Voice revenue decreased by 4.5% year-over-year to $331 million, driven by a decline in wireline voice customers, partly offset by voice rate adjustments.

Commercial revenue increased by 1.5% year-over-year to $1.9 billion, driven by mid-market and large business revenue growth of 2.8% year-over-year and an increase in small business revenue of 0.7%. Mid-market and large business revenue excluding wholesale increased by 3.5% year-over-year, mostly reflecting PSU growth. The year-over-year increase in second quarter 2026 small business revenue was driven by a 1.4% increase year-over-year in monthly small business revenue per small business customer, partly offset by a decline of 0.8% in small business customer relationships year-over-year.

Second quarter advertising sales revenue of $416 million increased by 12.3% compared to the year-ago quarter, primarily driven by higher political revenue. Excluding political revenue in both periods, advertising sales revenue decreased by 4.6% year-over-year driven by lower linear advertising revenue, partly offset by higher streaming advertising revenue.

Other revenue totaled $894 million in the second quarter, an increase of 7.1% compared to the second quarter of 2025, primarily driven by higher mobile device sales, partly offset by a $45 million one-time benefit in the prior year period.

Operating Costs and Expenses

Second quarter total operating costs and expenses were flat year-over-year at $8.1 billion, primarily driven by lower programming costs, offset by higher other costs of revenue and higher transition expenses.

Second quarter programming costs decreased by $218 million, or 9.7% as compared to the second quarter of 2025, reflecting $251 million of costs allocated to programmer streaming applications and netted within video revenue versus $67 million in the prior year period, a higher mix of lower cost packages within Charter's video customer base and fewer video customers, partly offset by contractual programming rate increases and renewals.

Other costs of revenue increased by $186 million, or 11.3% year-over-year, primarily driven by higher mobile device sales, higher mobile service direct costs and higher advertising sales costs given higher political revenue.

Field and technology operations expenses increased by $21 million, or 1.6% year-over-year, primarily driven by higher vehicle fuel costs and medical expenses.

Customer operations expenses increased by $8 million, or 1.1% year-over-year, driven by medical expenses.

Marketing and residential sales expenses decreased by $31 million or 3.1% year-over-year, due to lower marketing expenses from cost savings, despite higher marketing activity.

Transition expenses represent incremental costs incurred to prepare for the integration of the previously announced Cox transaction.

Other expenses decreased by $27 million, or 2.5% as compared to the second quarter of 2025, primarily driven by lower professional services expense.

Net Income Attributable to Charter Shareholders

Net income attributable to Charter shareholders totaled $1.3 billion in the second quarter of 2026 and 2025, with lower Adjusted EBITDA offset by a gain on extinguishment of debt related to open market debt repurchases in the second quarter of 2026.

Net income per basic common share attributable to Charter shareholders totaled $10.76 in the second quarter of 2026 compared to $9.41 during the same period last year. The increase was primarily the result of a 13.1% decrease in basic weighted average common shares outstanding versus the prior year period.

Adjusted EBITDA

Second quarter Adjusted EBITDA of $5.4 billion declined by 4.3% year-over-year, reflecting a decline in revenue of 1.7%, while operating costs and expenses remained flat. Excluding transition expenses, Adjusted EBITDA declined 3.2% year-over-year.

Capital Expenditures

Capital expenditures totaled $2.9 billion in the second quarter of 2026, in-line with the prior year period, with lower line extension spend offset by higher upgrade/rebuild (primarily network evolution).

Charter continues to expect full year 2026 capital expenditures, excluding impacts from the previously announced Cox transaction, to total approximately $11.4 billion. The actual amount of capital expenditures in 2026 will depend on a number of factors including, but not limited to, the pace of Charter's network evolution and expansion initiatives, supply chain timing and growth rates in Charter's residential and commercial businesses.

Cash Flow and Free Cash Flow

During the second quarter of 2026, net cash flows from operating activities totaled $3.9 billion, an increase from $3.6 billion in the prior year. The year-over-year increase was primarily due to lower cash taxes, partly offset by lower Adjusted EBITDA.

Free cash flow in the second quarter of 2026 totaled $969 million, a decrease of $77 million compared to the second quarter of 2025. The year-over-year decrease in free cash flow was driven by an unfavorable change in accrued expenses related to capital expenditures, partly offset by higher net cash flows from operating activities.

Liquidity & Financing

As of June 30, 2026, total principal amount of debt was $93.8 billion and Charter's credit facilities provided approximately $3.7 billion of additional liquidity in excess of Charter's $509 million cash position.

During the three months ended June 30, 2026, Charter purchased $1.2 billion in aggregate principal amount of various Charter Communications Operating, LLC and CCO Holdings, LLC notes under an open market repurchase program for $1.0 billion in cash.

Share Repurchases

During the three months ended June 30, 2026, Charter purchased 4.0 million shares of Charter Class A common stock for $838 million.

Webcast

Charter will host a webcast on Friday, July 24, 2026 at 8:00 a.m. Eastern Time (ET) related to the contents of this release.

The webcast can be accessed live via the Company's investor relations website at ir.charter.com. Participants should go to the webcast link no later than 10 minutes prior to the start time to register. The webcast will be archived at ir.charter.com two hours after completion of the webcast.

Additional Information Available on Website

The information in this press release should be read in conjunction with the financial statements and footnotes contained in the Company's Quarterly Report on Form 10-Q for the three and six months ended June 30, 2026, which will be posted on the "Results & SEC Filings" section of the Company's investor relations website at ir.charter.com, when it is filed with the Securities and Exchange Commission (the "SEC"). A slide presentation to accompany the conference call and a trending schedule containing historical customer and financial data will also be available in the "Results & SEC Filings" section.

Use of Adjusted EBITDA and Free Cash Flow Information

The Company uses certain measures that are not defined by U.S. generally accepted accounting principles ("GAAP") to evaluate various aspects of its 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 Charter, 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, in the Addendum to this release.

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, merger and acquisition costs and (gain) loss on sale or retirement of assets. As such, it eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of the Company's businesses as well as other non-cash or special items, and is unaffected by the Company's 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 the 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 Charter's performance and its ability to service its debt, fund operations and make additional investments with internally generated funds. In addition, Adjusted EBITDA generally correlates to the leverage ratio calculation under the Company's 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, the Company uses Adjusted EBITDA, as presented, excluding certain expenses paid by its operating subsidiaries to other Charter entities. The Company's debt covenants refer to these expenses as management fees, which were $336 million and $702 million for the three and six months ended June 30, 2026, respectively, and $366 million and $732 million for the three and six months ended June 30, 2025, respectively.

About Charter

Charter Communications, Inc. (NASDAQ:CHTR) is a leading broadband connectivity company with services available to nearly 59 million homes and small to large businesses across 41 states through its Spectrum brand. Founded in 1993, Charter has evolved from providing cable TV to streaming, and from high-speed Internet to a converged broadband, WiFi and mobile experience. Over the Spectrum Fiber Broadband Network and supported by our 100% U.S.-based employees, the Company offers Seamless Connectivity and Entertainment with Spectrum Internet®, Mobile, TV and Voice products.

More information about Charter can be found at corporate.charter.com.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our plans, strategies and prospects, both business and financial.  Although we believe that our plans, intentions and expectations as reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations.  Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under "Risk Factors" from time to time in our filings with the SEC.  Many of the forward-looking statements contained in this communication may be identified by the use of forward-looking words such as "believe," "future," "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," "grow," "focused on" and "potential," among others.  Important factors that could cause actual results to differ materially from the forward-looking statements we make in this communication are set forth in our annual report on Form 10-K, and in other reports or documents that we file from time to time with the SEC, and include, but are not limited to:

our ability to sustain and grow revenues and cash flow from operations by offering Internet, mobile, video, voice, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in our service areas and to maintain and grow our customer base, particularly in the face of increasingly aggressive competition, the need for innovation and the related capital expenditures; the impact of competition from other market participants, including but not limited to incumbent telephone companies, direct broadcast satellite ("DBS") operators, wireless and satellite broadband and telephone providers, digital subscriber line ("DSL") providers, fiber to the home providers and providers of video content over broadband Internet connections; general business conditions, unemployment levels and the level of activity in the housing sector and economic uncertainty or downturn; our ability to develop and deploy new products and technologies including consumer services and service platforms; any events that disrupt our networks, information systems or properties and impair our operating activities or our reputation; the effects of governmental regulation on our business including subsidies to consumers, subsidies and incentives for competitors, costs, disruptions and possible limitations on operating flexibility related to, and our ability to comply with, regulatory conditions applicable to us; our ability to procure necessary services and equipment from our vendors in a timely manner and at reasonable costs including in connection with our network evolution and rural construction initiatives; 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 and distribution requirements); the ability to hire and retain 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; 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; our ability to satisfy the conditions to consummate the Liberty Broadband Combination and/or the Cox Transactions and/or to consummate the Liberty Broadband Combination and/or the Cox Transactions in a timely manner or at all; the risks related to us being restricted in the operation of our business while the Liberty Broadband Merger Agreement and the Cox Communications Transaction Agreement are in effect; other risks related to the Liberty Broadband Combination as described in the definitive joint proxy statement/prospectus with respect to the Liberty Broadband Combination, filed by Charter on January 22, 2025, including the sections entitled "Risk Factors" and "Where You Can Find More Information" included therein; and other risks related to the Cox Transactions as described in the definitive proxy statement with respect to the Cox Transactions, filed by Charter on July 2, 2025, including the sections entitled "Risk Factors" and "Where You Can Find More Information" included therein. 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 communication.

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

UNAUDITED RECONCILIATION OF NON-GAAP MEASURES TO GAAP MEASURES

(dollars in millions) 

Three Months Ended
June 30,

Six Months Ended
June 30,

Last Twelve Months
Ended June 30,

2026

2025

2026

2025

2026

2025

Net income attributable to Charter shareholders

$    1,292

$    1,301

$    2,455

$    2,518

$    4,924

$    5,264

Plus:  Net income attributable to noncontrolling interest

232

194

432

386

825

790

Interest expense, net

1,276

1,263

2,532

2,504

5,070

5,089

Income tax expense

475

414

940

859

1,773

1,635

Depreciation and amortization

2,197

2,176

4,408

4,357

8,762

8,670

Stock compensation expense

138

157

341

379

635

663

Other, net

(161)

188

(22)

453

349

752

Adjusted EBITDA (a)

$    5,449

$    5,693

$   11,086

$   11,456

$   22,338

$   22,863

Net cash flows from operating activities

$    3,925

$    3,600

$    8,229

$    7,836

$   16,470

$   15,201

Less:  Purchases of property, plant and equipment

(2,871)

(2,874)

(5,726)

(5,273)

(12,112)

(10,898)

Change in accrued expenses related to capital expenditures

(85)

320

(162)

47

377

910

Free cash flow (a)

$       969

$    1,046

$    2,341

$    2,610

$    4,735

$    5,213

The above schedule is presented in order to reconcile Adjusted EBITDA and free cash flow, non-GAAP measures, to the most directly comparable GAAP measures in accordance with Section 401(b) of the Sarbanes-Oxley Act.

UNAUDITED ALTERNATIVE PRESENTATION OF ADJUSTED EBITDA

(dollars in millions) 

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

% Change

2026

2025

% Change

REVENUES:

Internet

$        5,776

$        5,969

(3.2) %

$       11,628

$       11,899

(2.3) %

Mobile service

1,095

921

18.9 %

2,147

1,835

17.0 %

Connectivity

6,871

6,890

(0.3) %

13,775

13,734

0.3 %

Video

3,149

3,488

(9.7) %

6,401

7,068

(9.4) %

Voice

331

346

(4.5) %

669

702

(4.7) %

Residential revenue

10,351

10,724

(3.5) %

20,845

21,504

(3.1) %

Small business

1,104

1,096

0.7 %

2,194

2,184

0.4 %

Mid-market & large business

761

740

2.8 %

1,510

1,474

2.4 %

Commercial revenue

1,865

1,836

1.5 %

3,704

3,658

1.2 %

Advertising sales

416

371

12.3 %

774

711

9.0 %

Other

894

835

7.1 %

1,800

1,628

10.6 %

Total Revenues

13,526

13,766

(1.7) %

27,123

27,501

(1.4) %

COSTS AND EXPENSES:

Programming

2,035

2,253

(9.7) %

4,123

4,555

(9.5) %

Other costs of revenue

1,837

1,651

11.3 %

3,602

3,235

11.3 %

Field and technology operations

1,313

1,292

1.6 %

2,571

2,574

(0.1) %

Customer operations

785

777

1.1 %

1,551

1,549

0.2 %

Marketing and residential sales

927

958

(3.1) %

1,846

1,907

(3.2) %

Transition expenses (b)

65

—

n/a

89

—

n/a

Other expense (c)

1,115

1,142

(2.5) %

2,255

2,225

1.3 %

Total operating costs and expenses (c)

8,077

8,073

— %

16,037

16,045

(0.1) %

Adjusted EBITDA (a)

$        5,449

$        5,693

(4.3) %

$       11,086

$       11,456

(3.2) %

All percentages are calculated using whole numbers. Minor differences may exist due to rounding.  See footnotes on page 7.

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES 

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in millions, except per share data)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

REVENUES

$      13,526

$      13,766

$       27,123

$       27,501

COSTS AND EXPENSES:

Operating costs and expenses (exclusive of items shown separately below)

8,215

8,230

16,378

16,424

Depreciation and amortization

2,197

2,176

4,408

4,357

Other operating expenses, net

51

81

66

204

10,463

10,487

20,852

20,985

Income from operations

3,063

3,279

6,271

6,516

OTHER INCOME (EXPENSES):

Interest expense, net

(1,276)

(1,263)

(2,532)

(2,504)

Other income (expenses), net

212

(107)

88

(249)

(1,064)

(1,370)

(2,444)

(2,753)

Income before income taxes

1,999

1,909

3,827

3,763

Income tax expense

(475)

(414)

(940)

(859)

Consolidated net income

1,524

1,495

2,887

2,904

Less: Net income attributable to noncontrolling interests

(232)

(194)

(432)

(386)

Net income attributable to Charter shareholders

$        1,292

$        1,301

$        2,455

$        2,518

EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CHARTER SHAREHOLDERS:

Basic

$        10.76

$         9.41

$        20.00

$        18.00

Diluted

$        10.66

$         9.18

$        19.81

$        17.59

Weighted average common shares outstanding, basic

120,121,017

138,205,810

122,789,924

139,889,251

Weighted average common shares outstanding, diluted

121,255,667

141,684,415

123,969,262

143,098,493

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES 

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in millions) 

June 30,

December 31

2026

2025

ASSETS

(unaudited)

CURRENT ASSETS:

Cash and cash equivalents

$               509

$               477

Accounts receivable, net

3,651

3,680

Prepaid expenses and other current assets

813

987

Total current assets

4,973

5,144

INVESTMENT IN CABLE PROPERTIES:

Property, plant and equipment, net

47,955

46,444

Customer relationships, net

238

440

Franchises

67,471

67,471

Goodwill

29,710

29,710

Total investment in cable properties, net

145,374

144,065

OTHER NONCURRENT ASSETS

5,271

5,004

Total assets

$         155,618

$         154,213

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable, accrued and other current liabilities

$           12,779

$           12,556

Current portion of long-term debt

999

750

Total current liabilities

13,778

13,306

LONG-TERM DEBT

92,960

94,006

EQUIPMENT INSTALLMENT PLAN FINANCING FACILITY

1,596

1,447

DEFERRED INCOME TAXES

20,237

19,841

OTHER LONG-TERM LIABILITIES

5,146

5,094

SHAREHOLDERS' EQUITY:

Controlling interest

16,952

16,054

Noncontrolling interests

4,949

4,465

Total shareholders' equity

21,901

20,519

Total liabilities and shareholders' equity

$         155,618

$         154,213

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES 

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in millions) 

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Consolidated net income

$        1,524

$        1,495

$        2,887

$        2,904

Adjustments to reconcile consolidated net income to net cash flows from operating activities:

Depreciation and amortization

2,197

2,176

4,408

4,357

Stock compensation expense

138

157

341

379

Noncash interest, net

6

7

12

15

Deferred income taxes

203

(53)

417

(80)

Other, net

(212)

117

(86)

350

Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:

Accounts receivable

(141)

(238)

(136)

(286)

Prepaid expenses and other assets

(3)

66

4

(169)

Accounts payable, accrued liabilities and other

213

(127)

382

366

Net cash flows from operating activities

3,925

3,600

8,229

7,836

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property, plant and equipment

(2,871)

(2,874)

(5,726)

(5,273)

Change in accrued expenses related to capital expenditures

(85)

320

(162)

47

Other, net

(243)

(67)

(285)

(199)

Net cash flows from investing activities

(3,199)

(2,621)

(6,173)

(5,425)

CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings of long-term debt

4,394

3,723

11,610

5,116

Borrowings of equipment installment plan financing facility

—

112

148

233

Repayments of long-term debt

(4,609)

(3,184)

(12,108)

(4,793)

Payments for debt issuance costs

—

(1)

(30)

(1)

Purchase of treasury stock

(852)

(1,451)

(1,878)

(2,253)

Proceeds from exercise of stock options

11

2

13

19

Purchase of noncontrolling interest

—

(232)

—

(252)

Distributions to noncontrolling interest

(20)

(121)

(22)

(124)

Other, net

327

(44)

212

(213)

Net cash flows from financing activities

(749)

(1,196)

(2,055)

(2,268)

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

(23)

(217)

1

143

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period

622

866

598

506

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period

$           599

$           649

$           599

$           649

CASH PAID FOR INTEREST

$        1,439

$        1,444

$        2,506

$        2,439

As of June 30, 2026, March 31, 2026, December 31, 2025, June 30, 2025, March 31, 2025 and December 31, 2024, cash, cash equivalents and restricted cash includes $90 million, $105 million, $121 million, $43 million, $70 million and $47 million of restricted cash included in prepaid expenses and other current assets in the consolidated balance sheets, respectively.

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES 

UNAUDITED SUMMARY OF OPERATING STATISTICS

(in thousands, except per customer and penetration data)

Approximate as of

June 30,
2026 (d)

March 31,
2026 (d)

December 31,
2025 (d)

June 30,
2025 (d)

Footprint

Estimated Passings (e)

58,981

58,661

58,399

57,540

Customer Relationships (f)

Residential

29,276

29,452

29,609

29,819

Small Business

2,223

2,231

2,237

2,241

Total Customer Relationships

31,499

31,683

31,846

32,060

Residential

(176)

(157)

(125)

(95)

Small Business

(8)

(6)

(2)

(5)

Total Customer Relationships Quarterly Net Additions

(184)

(163)

(127)

(100)

Total Customer Relationship Penetration of Estimated Passings (g)

53.4 %

54.0 %

54.5 %

55.7 %

Monthly Residential Revenue per Residential Customer (h)

$   117.52

$   118.44

$     117.19

$   119.70

Monthly Small Business Revenue per Small Business Customer (i)

$   165.27

$   162.71

$     159.85

$   162.91

Residential Customer Relationships Penetration (j)

One Product Penetration

47.4 %

47.7 %

48.0 %

48.7 %

Two Product Penetration

35.1 %

34.8 %

34.5 %

33.8 %

Three or More Product Penetration

17.6 %

17.5 %

17.5 %

17.5 %

Connectivity (k)

Residential

28,306

28,446

28,563

28,705

Small Business

2,069

2,074

2,077

2,076

Total Connectivity Customers

30,375

30,520

30,640

30,781

Residential

(140)

(117)

(95)

(53)

Small Business

(5)

(3)

—

(4)

Total Connectivity Quarterly Net Additions

(145)

(120)

(95)

(57)

Internet

Residential

27,358

27,524

27,641

27,868

Small Business

2,030

2,036

2,039

2,040

Total Internet Customers

29,388

29,560

29,680

29,908

Residential

(166)

(117)

(119)

(111)

Small Business

(6)

(3)

—

(5)

Total Internet Quarterly Net Additions

(172)

(120)

(119)

(116)

Mobile Lines (l)

Residential

12,099

11,714

11,370

10,502

Small Business

441

420

396

354

Total Mobile Lines

12,540

12,134

11,766

10,856

Residential

385

344

406

471

Small Business

21

24

22

20

Total Mobile Lines Quarterly Net Additions

406

368

428

491

Video (m)

Residential

12,010

12,021

12,072

12,087

Small Business

514

524

533

544

Total Video Customers

12,524

12,545

12,605

12,631

Residential

(11)

(51)

49

(73)

Small Business

(10)

(9)

(5)

(7)

Total Video Quarterly Net Additions

(21)

(60)

44

(80)

Voice

Residential

4,494

4,665

4,832

5,161

Small Business

1,200

1,207

1,214

1,225

Total Voice Customers

5,694

5,872

6,046

6,386

Mid-Market & Large Business (n)

Mid-Market & Large Business Primary Service Units ("PSUs")

364

360

357

350

Mid-Market & Large Business Quarterly Net Additions

4

3

3

6

See footnotes on page 7.

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

 UNAUDITED CAPITAL EXPENDITURES

(dollars in millions) 

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Customer premise equipment (o)

$          654

$          593

$        1,322

$        1,066

Scalable infrastructure (p)

336

371

646

664

Upgrade/rebuild (q)

657

457

1,332

852

Support capital (r)

494

425

884

785

Capital expenditures, excluding line extensions

2,141

1,846

4,184

3,367

Subsidized rural construction line extensions

390

543

816

1,010

Other line extensions

340

485

726

896

Total line extensions (s)

730

1,028

1,542

1,906

Total capital expenditures

$        2,871

$        2,874

$        5,726

$        5,273

Capital expenditures included in total related to:

Commercial services

$          293

$          324

$          579

$          597

Subsidized rural construction initiative (t)

$          391

$          545

$          818

$       1,013

Mobile

$            70

$            59

$          129

$          112

Transition (b)

$            34

$            —

$            37

$            —

See footnotes on page 7.

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES 
 FOOTNOTES

(a)

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, merger and acquisition costs and (gain) loss on sale or retirement of assets. As such, it 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.  Free cash flow is defined as net cash flows from operating activities, less capital expenditures and changes in accrued expenses related to capital expenditures.

(b)

Transition represents incremental costs incurred to prepare for the integration of Cox Communications' operations and to bring systems and processes into a uniform operating structure.

(c)

Other expense excludes stock compensation expense.  Total operating costs and expenses excludes stock compensation expense, depreciation and amortization and other operating (income) expenses, net.

(d)

We calculate the aging of customer accounts based on the monthly billing cycle for each account in accordance with our collection policies.  On that basis, at June 30, 2026, March 31, 2026, December 31, 2025 and June 30, 2025, customers included approximately 84,000, 87,600, 82,300 and 99,400 customers, respectively, whose accounts were over 60 days past due, approximately 10,100, 7,800, 9,700 and 11,600 customers, respectively, whose accounts were over 90 days past due and approximately 13,400, 13,600, 13,600 and 18,900 customers, respectively, whose accounts were over 120 days past due.     

(e)

Passings represent our estimate of the number of units, such as single family homes, apartment and condominium units and small business and mid-market & large business sites passed by our cable distribution network in the areas where we offer the service indicated.  These estimates are based upon the information available at this time and are updated for all periods presented when new information becomes available. 

(f)

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

(g)

Penetration represents residential and small business customers as a percentage of estimated passings. 

(h)

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.

(i)

Monthly small business revenue per small business customer is calculated as total small business quarterly revenue divided by three divided by average small business customer relationships during the respective quarter.

(j)

One product, two product and three or more product penetration represents the number of residential customers that subscribe to one product, two products or three or more products, respectively, as a percentage of residential customer relationships.

(k)

Connectivity customers represent all customers receiving our Internet and/or mobile connectivity services.

(l)

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.

(m)

Video customers only include customers that purchase Spectrum traditional or streaming linear video packages and exclude customers that only purchase streaming applications.

(n)

Mid-market & large business PSUs represents the aggregate number of fiber service offerings counting each separate service offering at each customer location as an individual PSU.

(o)

Customer premise equipment includes equipment and devices located at the customer's premise used to deliver our Internet, video and voice services (e.g., modems, routers and set-top boxes), as well as installation costs.

(p)

Scalable infrastructure includes costs, not related to customer premise equipment or our network, to secure growth of new customers or provide service enhancements (e.g., headend equipment).

(q)

Upgrade/rebuild includes costs to modify or replace existing fiber/coaxial cable networks, including our network evolution initiative.

(r)

Support capital includes costs associated with the replacement or enhancement of non-network assets (e.g., back-office systems, non-network equipment, land and buildings, vehicles, tools and test equipment).

(s)

Line extensions include network costs associated with entering new service areas (e.g., fiber/coaxial cable, amplifiers, electronic equipment, make-ready and design engineering).

(t)

The subsidized rural construction initiative subcategory includes projects for which we are receiving subsidies from federal, state and local governments, excluding customer premise equipment and installation.

SOURCE Charter Communications, Inc.

, /PRNewswire/ -- Charter Communications, Inc. (NASDAQ: CHTR) (along with its subsidiaries, "Charter") announced today the commencement by its wholly-owned subsidiaries, Charter Communications Operating, LLC ("CCO"), Charter Communications Operating Capital Corp. ("CCO Capital" and, together with CCO, collectively, the "CCO Issuers" or the "Company") and Time Warner Cable, LLC (the "TWC Issuer" and, together with CCO Issuers, the "Old Notes Issuers") of a private offer to exchange (the "Pool 1 Offer") seven series of notes issued by the CCO Issuers or the TWC Issuer, as applicable (collectively, the "Pool 1 Notes"), for a combination of cash consideration and a new series of Senior Secured Notes due 2038 (the "New 2038 Notes") to be issued by the CCO Issuers with registration rights, as described and for the consideration summarized in the table below. The aggregate principal amount of Pool 1 Notes of each series that are accepted for exchange will be based on, among other things, the order of acceptance priority for such series as set forth in the table below and, with respect to the 4.500% senior debentures due 2042 issued by the TWC Issuer (the "4.500% Notes"), the sub-cap with respect to the aggregate principal amount of such series set forth in the table below (the "4.500% Notes Sub-Cap"), such that the aggregate principal amount of Pool 1 Notes accepted in the Pool 1 Offer results in the issuance of New 2038 Notes in an amount not exceeding $1,750,000,000 (the "New 2038 Notes Cap").

Issuer(s)

Title of Security

Aggregate Principal Amount Outstanding

CUSIP No./ ISIN(1)

Acceptance Priority Level(2)

Sub-Cap(2)

Reference Treasury

Bloomberg Reference Page(3)

Fixed Spread (Basis Points)

Early Exchange Premium(4)(5)

Cash
Component(6)

CCO Issuers

3.500% senior secured notes due 2042

$1,236,000,000

161175CE2 / US161175CE27

1

N/A

5.000% due May 15, 2046

FIT 1

+165 Bps

$50.00

$95.00

3.500% senior secured notes due 2041

$1,479,000,000

161175BZ6 / US161175BZ64

2

N/A

4.375% due May 15, 2036

FIT 1

+215 Bps

$50.00

$130.00

Time Warner Cable, LLC ("TWC Issuer" or "TWC")

4.500% senior debentures due 2042

$1,250,000,000

88732JBD9 / US88732JBD90

3

$450,000,000

5.000% due May 15, 2046

FIT 1

+190 Bps

$50.00

$305.00

CCO Issuers

5.375% senior secured notes due 2047

$2,265,000,000

161175BL7 / US161175BL78

161175BD5 /

US161175BD52

4

N/A

5.000% due May 15, 2046

FIT 1

+215 Bps

$50.00

$120.00

2.300% senior secured notes due 2032

$1,000,000,000

161175BX1 / US161175BX17

5

N/A

4.125% due June 30, 2031

FIT 1

+110 Bps

$50.00

$0.00

2.800% senior secured notes due 2031

$1,590,000,000

 161175BU7 / US161175BU77

6

N/A

4.125% due June 30, 2031

FIT 1

+110 Bps

$50.00

$0.00

2.250% senior secured notes due 2029

$1,250,000,000

161175CD4 / US161175CD44

7

N/A

4.125% due July 15, 2029

FIT 1

+80 Bps

$50.00

$0.00

_____________

(1)

No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed in the Offering Memorandum (as defined below). Such CUSIP and ISIN numbers are provided solely for the convenience of the holders of Pool 1 Notes.

(2)

Subject to the New 2038 Notes Cap and, solely with respect to the 4.500% Notes, the 4.500% Notes Sub-Cap set forth in this table and proration, the principal amount of each series of Pool 1 Notes that is purchased in the Pool 1 Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 7 being the lowest) specified in this column.

(3)

The Bloomberg Reference Page/Screen is provided for convenience only. To the extent any Bloomberg Reference Page/Screen changes prior to the Pricing Time (as defined below), the Joint-Lead Dealer Managers referred to below will quote the applicable Reference Treasury Security from the updated Bloomberg Reference Page/Screen.

(4)

Per $1,000 principal amount of the Pool 1 Notes validly tendered prior to or at the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline (as defined below)) and accepted for exchange, to be paid in the form of New 2038 Notes.

(5)

The Total Exchange Consideration (as defined below) for the Pool 1 Notes validly tendered prior to or at the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline) and accepted for exchange is inclusive of the Early Exchange Premium.

(6)

Represents the portion of the Total Exchange Consideration or the Base Exchange Consideration in each case for the Pool 1 Notes, as applicable, that will be payable in cash per $1,000 principal amount of Pool 1 Notes validly tendered and accepted for exchange. 

Charter also announced today the commencement by CCO Issuers of a private offer to exchange (the "Pool 2 Offer") five series of notes (collectively, the "Pool 2 Notes" and, together with the Pool 1 Notes, the "Old Notes" and each series of Old Notes, a "series of Old Notes") for a combination of cash and a new series of Senior Secured Notes due 2041 (the "New 2041 Notes" and, together with the New 2038 Notes, the "New Notes" and each series of New Notes, a "series of New Notes") to be issued by the CCO Issuers with registration rights, as described and for the consideration summarized in the table below. The aggregate principal amount of Pool 2 Notes of each series that are accepted for exchange will be based on, among other things, the order of acceptance priority for such series as set forth in the table below, such that the aggregate principal amount of Pool 2 Notes accepted in the Pool 2 Offer results in the issuance of New 2041 Notes in an amount not exceeding $1,750,000,000 (the "New 2041 Notes Cap").

Issuer(s)

Title of Security

Aggregate Principal Amount Outstanding

CUSIP No./ ISIN(1)

Acceptance Priority Level(2)

Sub-Cap(2)

Reference Treasury

Bloomberg Reference Page(3)

Fixed Spread (Basis Points)

Early Exchange Premium(4)(5)

Cash
Component(6)

CCO Issuers

3.700% senior secured notes due 2051

$2,050,000,000

161175BV5 / US161175BV50

1

N/A

4.750% due February 15, 2056

FIT 1

+190 Bps

$50.00

$0.00

3.900% senior secured notes due 2052

$2,400,000,000

161175CA0 / US161175CA05

2

N/A

4.750% due February 15, 2056

FIT 1

+195 Bps

$50.00

$0.00

4.800% senior secured notes due 2050

$2,473,000,000

161175BT0 / US161175BT05

3

N/A

4.750% due February 15, 2056

FIT 1

+205 Bps

$50.00

$117.50

5.125% senior secured notes due 2049

$1,244,000,000

161175BS2 / US161175BS22

4

N/A

5.000% due May 15, 2046

FIT 1

+220 Bps

$50.00

$150.00

5.250% senior secured notes due 2053

$1,500,000,000

161175CK8 / US161175CK86

5

N/A

4.750% due February 15, 2056

FIT 1

+210 Bps

$50.00

$190.00

_____________

(1)

No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed in the Offering Memorandum. Such CUSIP and ISIN numbers are provided solely for the convenience of the holders of Pool 2 Notes.

(2)

Subject to the New 2041 Notes Cap and, the principal amount of each series of Pool 2 Notes that is purchased in the Pool 2 Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 5 being the lowest) specified in this column.

(3)

The Bloomberg Reference Page/Screen is provided for convenience only. To the extent any Bloomberg Reference Page/Screen changes prior to the Pricing Time, the Joint-Lead Dealer Managers referred to below will quote the applicable Reference Treasury Security from the updated Bloomberg Reference Page/Screen.

(4)

Per $1,000 principal amount of the Pool 2 Notes validly tendered prior to or at the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline) and accepted for exchange, to be paid in the form of New 2041 Notes.

(5)

The Total Exchange Consideration for the Pool 2 Notes validly tendered prior to or at the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline) and accepted for exchange is inclusive of the Early Exchange Premium.

(6)

Represents the portion of the Total Exchange Consideration or the Base Exchange Consideration in each case for the Pool 2 Notes, as applicable, that will be payable in cash per $1,000 principal amount of Pool 2 Notes validly tendered and accepted for exchange.

Eligible Holders (as defined below) of Old Notes who validly tendered at or prior to the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline), and whose Old Notes are accepted pursuant to the terms of the applicable Exchange Offers, will receive the Total Exchange Consideration. The Total Exchange Consideration (which includes the Early Exchange Premium) for each $1,000 principal amount of Old Notes validly tendered at or prior to the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline) and accepted for exchange pursuant to the terms of the applicable Exchange Offers will be divided into (i) a cash payment equal to the applicable Cash Component and (ii) a principal amount of the applicable series of New Notes equal to the Total Exchange Consideration of the series of outstanding Old Notes tendered minus such Cash Component. The "Total Exchange Consideration" for each $1,000 principal amount of Old Notes validly tendered at or prior to the Early Tender Date (as defined below) (and not validly withdrawn at or prior to the Withdrawal Deadline) and accepted for exchange pursuant to the terms of the applicable Exchange Offers will be determined in accordance with standard market practice, as described in the Offering Memorandum using the applicable "Exchange Offer Yield," which will be equal to the sum of (i) the yield to maturity (the "Reference Yield") based on the bid side price of the U.S. Treasury Security (the "Reference U.S. Treasury Security") specified on the tables above for each series of Old Notes, as calculated by the Joint-Lead Dealer Managers (as defined below) at 10:00 a.m., New York City time, on August 6, 2026 (subject to certain exceptions set forth herein, such time and date, as the same may be extended, the "Pricing Time") appearing on the Bloomberg Reference Page specified on the front cover of the Offering Memorandum for such series of Old Notes (or any other recognized quotation source selected by the Joint-Lead Dealer Managers in their sole discretion if such quotation report is not available or manifestly erroneous), plus (ii) the applicable fixed spread (the "Fixed Spread") specified for each series of Old Notes in the tables above. The Total Exchange Consideration will include the Early Exchange Premium.

The New 2038 Notes will bear interest at a rate per annum to be determined as of the Pricing Time, as the sum of (a) the bid-side yield on the 4.375% U.S. Treasury Notes due May 15, 2036 (the "Benchmark Security"), as calculated by the Joint-Lead Dealer Managers in accordance with standard market practice, as of the Pricing Time as displayed on the Bloomberg Reference Page FIT 1 (or any recognized quotation source selected by the Joint-Lead Dealer Managers in their sole discretion if the Bloomberg Reference Page FIT 1 is not available or is manifestly erroneous), plus (b) 2.450%, rounded to the nearest 0.001%, such that the New 2038 Notes will be issued at par. The New 2041 Notes will bear interest at a rate per annum to be determined as of the Pricing Time, as the sum of (a) the bid-side yield on the Benchmark Security, as calculated by the Joint-Lead Dealer Managers in accordance with standard market practice, as of the Pricing Time as displayed on the Bloomberg Reference Page FIT 1 (or any recognized quotation source selected by the Joint-Lead Dealer Managers in their sole discretion if the Bloomberg Reference Page FIT 1 is not available or is manifestly erroneous), plus (b) 2.700%, rounded to the nearest 0.001%, such that the New 2041 Notes will be issued at par.

Set forth below is a table summarizing certain material terms of the New Notes:

Title of Series

Maturity Date

Benchmark Security

Spread to Benchmark
Security (bps)

New 2038 Notes     

September 1, 2038     

4.375% UST due May 
15, 2036

245

New 2041 Notes

September 1, 2041

4.375% UST due May
15, 2036

270

Eligible Holders of Old Notes who validly tendered after the Early Tender Date but on or prior to the Expiration Date, and whose Old Notes are accepted pursuant to the terms of the applicable Exchange Offers, will receive the Base Exchange Consideration. The Base Exchange Consideration for each series of Old Notes validly tendered and accepted for exchange pursuant to the Exchange Offers will equal the Total Exchange Consideration for such series of Old Notes minus the applicable Early Exchange Premium for such series of Old Notes.

In addition, Eligible Holders of Old Notes who validly tendered their Old Notes on or prior to the Expiration Date, and whose Old Notes are accepted pursuant to the terms of the applicable Exchange Offers, will receive in cash accrued and unpaid interest from the last applicable interest payment date to, but excluding, the date on which the exchange of such Old Notes is settled (the "Accrued Interest"), plus amounts due in lieu of fractional amounts of New Notes. Eligible Holders who receive New Notes in exchange for Old Notes on the Final Settlement Date (as defined below) will receive New Notes that will, if the Early Settlement Date (as defined below) has occurred, have an embedded entitlement to pre-issuance interest for the period from, and including, the Early Settlement Date to, but not including, the Final Settlement Date. As a result, the cash payable for Accrued Interest on the Old Notes exchanged on the Final Settlement Date will be reduced by the amount of pre-issuance interest on the New Notes exchanged therefor.

The Exchange Offers are being conducted upon the terms and subject to the conditions set forth in an offering memorandum, dated July 23, 2026 (the "Offering Memorandum"). The Company reserves the right, in its sole and absolute discretion, to increase the New 2038 Notes Cap or the New 2041 Notes Cap without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights.

The consummation of each Exchange Offer is subject to and conditioned upon the satisfaction or waiver of certain conditions, including, (i) that with respect to each series of New Notes, at least $500,000,000 aggregate principal amount of such series of New Notes would be issued on the Early Settlement Date, (ii) that as of the Pricing Time, the combination of the yield of the New Notes and the Total Exchange Consideration or the Base Exchange Consideration, as applicable, for the applicable series of Old Notes would result in the New Notes and such Old Notes being treated as "substantially different" under FASB Accounting Standards Codification ("ASC") 470-50 and (iii) that with respect to any Old Notes validly tendered pursuant to any Exchange Offer that will be exchanged on the Final Settlement Date, we determine that the New Notes to be issued on the Final Settlement Date in such Exchange Offer will be treated as part of the same issue as the New Notes, if any, issued on the Early Settlement Date for U.S. federal income tax purposes. The Company reserves the right, in its sole discretion, to (i) amend the terms of any Exchange Offer or (ii) waive or amend any condition described in the Offering Memorandum with respect to any Exchange Offer, without extending the Early Tender Date or the Withdrawal Deadline or otherwise reinstating withdrawal rights for any Exchange Offer, subject to applicable law.

Only Eligible Holders of Old Notes who validly tender their Old Notes at or before 5:00 p.m. New York City time on August 5, 2026, subject to any extension by the Company (the "Early Tender Date"), who do not validly withdraw their tenders and whose Old Notes are accepted for exchange, will receive an early exchange premium as set forth in the tables above (the "Early Exchange Premium").

The Exchange Offers will expire at 5:00 p.m., New York City time, on August 20, 2026, unless extended or earlier terminated by the Company (the "Expiration Date"). Tenders of Old Notes submitted in the Exchange Offers at or prior to 5:00 p.m. New York City time on August 5, 2026, subject to any extension by the Company (the "Withdrawal Deadline"), may be validly withdrawn at any time prior to the Withdrawal Deadline, but thereafter will be irrevocable, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company). Tenders submitted in the Exchange Offers after the Withdrawal Deadline will be irrevocable except in the limited circumstances where additional withdrawal rights are required by law (as determined by the Company).

The Company reserves the right, but is under no obligation, at any point following the Early Tender Date and before the Expiration Date, to accept for exchange any Old Notes validly tendered at or prior to the Early Tender Date (the date of such exchange, the "Early Settlement Date"). The Early Settlement Date will be determined at the Company's option and is currently expected to occur on August 12, 2026, the fifth business day immediately following the Early Tender Date. If, after the Early Tender Date, the Company choose to exercise its options to have an Early Settlement Date and all conditions to the relevant Exchange Offers have been or are concurrently satisfied or waived by the Company, the Old Notes Issuers will, subject to the terms of the Exchange Offers, accept for exchange all Old Notes validly tendered in the Exchange Offers prior to the Early Tender Date subject to proration, and the exchange for such Old Notes will be made on the Early Settlement Date.

The Final Settlement Date for the Exchange Offers will be promptly after the Expiration Date and is currently expected to occur on August 24, 2026, the second business day immediately following the Expiration Date (the "Final Settlement Date").

The Exchange Offers are only being made, and the New Notes and related guarantees are only being offered and will only be issued to holders of Old Notes who are (1) reasonably believed to be "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act ("Rule 144A") or (2) outside the United States to persons other than "U.S. persons" as defined in Rule 902 under the Securities Act in offshore transactions in compliance with Regulation S under the Securities Act ("Regulation S") (such holders, the "Eligible Holders"). Only Eligible Holders who have properly completed and returned the eligibility certification, which is available from the Information Agent, are authorized to receive and review the Offering Memorandum and to participate in the Exchange Offers. Additionally, in order to participate in the Exchange Offers, Eligible Holders located in Canada are required to complete, sign and submit to the Information Agent a Canadian Eligibility Form (which is available from the Information Agent). There is no separate letter of transmittal in connection with the offering memorandum.

The New Notes and related guarantees have not been registered under the Securities Act or any state securities laws. Therefore, the New Notes and related guarantees may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in the Exchange Offers before the deadlines specified herein and in the Offering Memorandum, eligibility certification and Canadian Eligibility Form. The deadlines set by each clearing system for the submission and withdrawal of exchange instructions will also be earlier than the relevant deadlines specified herein and in the Offering Memorandum, eligibility certification and Canadian Eligibility Form.

This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The Exchange Offers are being made solely by the Offering Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law.

Barclays Capital Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are serving as the dealer managers for the Exchange Offers (the "Joint Lead Dealer Managers"). Questions regarding the Exchange Offers may be directed to Barclays Capital Inc., Liability Management Group at (800) 438-3242 (toll free) or (212) 528-7581 (collect), Citigroup Global Markets Inc., Liability Management Group at (800) 558-3745 (toll free) or (212) 723-6106 (collect) or Morgan Stanley & Co. LLC, Liability Management Group at (800) 624-1808 (toll free) or (212) 761-1057 (collect).

D.F. King & Co., Inc. will act as the exchange agent and information agent for the Exchange Offers. Documents relating to the Exchange Offers will only be distributed to holders of Old Notes who certify that they are Eligible Holders. Questions or requests for assistance related to the Exchange Offers or for additional copies of the Offering Memorandum, eligibility certification or Canadian beneficial holder form may be directed to D.F. King & Co., Inc. at (888) 644-5854 (toll-free) or (646) 981-1289 (banks and brokers) or by email at [email protected]. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers. The Offering Memorandum, eligibility certification and Canadian beneficial holder form can be accessed at the following link: www.dfking.com/charter.

About Charter
Charter Communications, Inc. (NASDAQ:CHTR) is a leading broadband connectivity company with services available to nearly 59 million homes and small to large businesses across 41 states through its Spectrum brand. Founded in 1993, Charter has evolved from providing cable TV to streaming, and from high-speed Internet to a converged broadband, WiFi and mobile experience. Over the Spectrum Fiber Broadband Network and supported by our 100% U.S.-based employees, the company offers Seamless Connectivity and Entertainment with Spectrum Internet®, Mobile, TV and Voice products.

More information about Charter can be found at corporate.charter.com.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, the Exchange Offers. Although we believe that our plans, intentions and expectations as reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under "Risk Factors" from time to time in Charter's filings with the SEC. Many of the forward-looking statements contained in this press release may be identified by the use of forward-looking words such as "believe," "future," "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," "grow," "focused on" and "potential," among others. 

All forward-looking statements attributable to the Company or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. The Company is under no duty or obligation to update any of the forward-looking statements after the date of this press release.

SOURCE Charter Communications, Inc.

Charter Communications shares CHTR surged over 24% in premarket trading on Monday after a Bloomberg report said the cable and broadband giant was in discussions with SpaceX over a potential partnership to offer consumer mobile services.

According to the report, executives from SpaceX and Charter have held high-level talks about working together on a mobile phone offering.

While the discussions remain private and no agreement has been finalized, investors welcomed the possibility of Charter becoming a key partner in SpaceX's expanding consumer connectivity ambitions.

People familiar with the discussions told Bloomberg that Charter, the largest home internet provider in the United States, could route some of SpaceX's mobile traffic through its ground-based internet infrastructure, similar to how it currently supports its Spectrum Mobile service.

Such an arrangement would advance SpaceX's plans to become a broader direct-to-consumer mobile provider rather than relying solely on partnerships with established wireless carriers.

The discussions gained added significance after the Financial Times reported on Friday that SpaceX intends to offer mobile services directly to consumers.

To achieve that goal, the company will require significant mobile spectrum holdings alongside extensive terrestrial infrastructure to complement its satellite network.

SpaceX has already been strengthening its wireless assets.

The company recently acquired mobile spectrum in the Federal Communications Commission's AWS-3 auction after purchasing additional spectrum rights from EchoStar last year.

"Starlink Mobile will far exceed Starlink broadband in the home," SpaceX President Gwynne Shotwell recently told CNBC.

"Not everybody is going to need broadband, a Starlink broadband, in their homes. There's lots of other options as well. But I think the numbers of users of Starlink Mobile will far exceed our Starlink broadband."

Currently, SpaceX offers Starlink Mobile as a $10-per-month add-on through T-Mobile, allowing users to send text messages and make internet-based calls in remote areas beyond conventional cellular coverage.

For Charter, a partnership with SpaceX could mark a strategic shift at a time when investors have become increasingly concerned about Starlink's growing competitive threat.

Despite expanding its wireless business through Spectrum Mobile and agreeing last year to merge with Cox Communications, Charter's shares have fallen about 36% so far this year as Wall Street reassessed the risks posed by satellite broadband.

Through Spectrum Mobile, Charter currently provides wireless services using infrastructure agreements with T-Mobile and Verizon while routing a substantial portion of customer traffic over its own Wi-Fi network.

The addition of Cox is expected to expand Charter's subscriber base by more than 20%, strengthening its position in broadband and mobile services.

Investor sentiment toward Starlink has shifted sharply over the past year.

For years, the satellite internet business was largely viewed as serving rural areas lacking access to cable or fibre broadband.

However, its rapid subscriber growth and expansion into commercial aviation have prompted analysts to reassess its long-term competitive impact.

Starlink has doubled its subscriber base annually in recent years while securing major broadband contracts with airlines including American Airlines and United Airlines.

Wolfe Research analyst Peter Supino recently warned that Starlink could become "a comet bearing down on broadband incumbents."

Wall Street is increasingly concerned that SpaceX could begin taking broadband market share from cable operators including Charter and Comcast, as well as fibre providers such as AT&T and Verizon.

Among those companies, cable operators are widely regarded as the most exposed because broadband services generate the majority of their profits and rely on ageing network infrastructure.

Against that backdrop, any partnership between Charter and SpaceX could potentially transform a growing competitive threat into a strategic opportunity for both companies.