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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Charter Communications Inc New | NASDAQ:CHTR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-1.02 | -0.31% | 326.515 | 326.23 | 326.80 | 329.53 | 324.70 | 328.05 | 263,265 | 17:07:39 |
Delaware
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84-1496755
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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400 Atlantic Street
Stamford, Connecticut 06901
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(203) 905-7801
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(Address of principal executive offices including zip code)
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(Registrant’s telephone number, including area code)
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Page No.
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•
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our ability to promptly, efficiently and effectively integrate acquired operations;
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•
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our ability to sustain and grow revenues and cash flow from operations by offering video, Internet, voice, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in our markets and to maintain and grow our customer base, particularly in the face of increasingly aggressive competition, the need for innovation and the related capital expenditures;
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•
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the impact of competition from other market participants, including but not limited to incumbent telephone companies, direct broadcast satellite operators, wireless broadband and telephone providers, digital subscriber line (“DSL”) providers, fiber to the home providers, video provided over the Internet by (i) market participants that have not historically competed in the multichannel video business, (ii) traditional multichannel video distributors, and (iii) content providers that have historically licensed cable networks to multichannel video distributors, and providers of advertising over the Internet;
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•
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general business conditions, economic uncertainty or downturn, unemployment levels and the level of activity in the housing sector;
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•
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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);
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•
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our ability to develop and deploy new products and technologies including wireless products, our cloud-based user interface, Spectrum Guide
®
, and downloadable security for set-top boxes, and any other cloud-based consumer services and service platforms;
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•
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the effects of governmental regulation on our business or potential business combination transactions including costs, disruptions and possible limitations on operating flexibility related to, and our ability to comply with, regulatory conditions applicable to us as a result of the Time Warner Cable Inc. and Bright House Networks, LLC Transactions;
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•
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any events that disrupt our networks, information systems or properties and impair our operating activities or our reputation;
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•
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the ability to retain and hire key personnel;
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•
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the availability and access, in general, of funds to meet our debt obligations prior to or when they become due and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) free cash flow, or (iii) access to the capital or credit markets; and
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•
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our ability to comply with all covenants in our indentures and credit facilities, any violation of which, if not cured in a timely manner, could trigger a default of our other obligations under cross-default provisions.
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June 30,
2017 |
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December 31,
2016 |
||||
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(unaudited)
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|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
694
|
|
|
$
|
1,535
|
|
Accounts receivable, less allowance for doubtful accounts of
|
|
|
|
||||
$121 and $124, respectively
|
1,489
|
|
|
1,432
|
|
||
Prepaid expenses and other current assets
|
381
|
|
|
333
|
|
||
Total current assets
|
2,564
|
|
|
3,300
|
|
||
|
|
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|
||||
INVESTMENT IN CABLE PROPERTIES:
|
|
|
|
||||
Property, plant and equipment, net of accumulated
|
|
|
|
||||
depreciation of $14,691 and $11,103, respectively
|
32,948
|
|
|
32,963
|
|
||
Customer relationships, net
|
13,231
|
|
|
14,608
|
|
||
Franchises
|
67,316
|
|
|
67,316
|
|
||
Goodwill
|
29,554
|
|
|
29,509
|
|
||
Total investment in cable properties, net
|
143,049
|
|
|
144,396
|
|
||
|
|
|
|
||||
OTHER NONCURRENT ASSETS
|
1,347
|
|
|
1,371
|
|
||
|
|
|
|
||||
Total assets
|
$
|
146,960
|
|
|
$
|
149,067
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
8,123
|
|
|
$
|
7,544
|
|
Current portion of long-term debt
|
—
|
|
|
2,028
|
|
||
Total current liabilities
|
8,123
|
|
|
9,572
|
|
||
|
|
|
|
||||
LONG-TERM DEBT
|
63,248
|
|
|
59,719
|
|
||
DEFERRED INCOME TAXES
|
26,574
|
|
|
26,665
|
|
||
OTHER LONG-TERM LIABILITIES
|
2,582
|
|
|
2,745
|
|
||
|
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|
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SHAREHOLDERS’ EQUITY:
|
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|
|
||||
Class A common stock; $.001 par value; 900 million shares authorized;
|
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|
||||
270,734,982 and 268,897,792 shares issued, respectively
|
—
|
|
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—
|
|
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Class B common stock; $.001 par value; 1,000 shares authorized;
|
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|
||||
1 share issued and outstanding
|
—
|
|
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—
|
|
||
Preferred stock; $.001 par value; 250 million shares authorized;
|
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|
||||
no shares issued and outstanding
|
—
|
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—
|
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||
Additional paid-in capital
|
39,697
|
|
|
39,413
|
|
||
Retained earnings
|
1,158
|
|
|
733
|
|
||
Treasury stock at cost; 12,851,249 and no shares, respectively
|
(4,223
|
)
|
|
—
|
|
||
Accumulated other comprehensive loss
|
(4
|
)
|
|
(7
|
)
|
||
Total Charter shareholders’ equity
|
36,628
|
|
|
40,139
|
|
||
Noncontrolling interests
|
9,805
|
|
|
10,227
|
|
||
Total shareholders’ equity
|
46,433
|
|
|
50,366
|
|
||
|
|
|
|
||||
Total liabilities and shareholders’ equity
|
$
|
146,960
|
|
|
$
|
149,067
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Consolidated net income
|
$
|
195
|
|
|
$
|
3,114
|
|
|
$
|
406
|
|
|
$
|
2,926
|
|
Net impact of interest rate derivative instruments
|
2
|
|
|
2
|
|
|
3
|
|
|
4
|
|
||||
Consolidated comprehensive income
|
197
|
|
|
3,116
|
|
|
409
|
|
|
2,930
|
|
||||
Less: Comprehensive income attributable to noncontrolling interests
|
(56
|
)
|
|
(47
|
)
|
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(112
|
)
|
|
(47
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)
|
||||
Comprehensive income attributable to Charter shareholders
|
$
|
141
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$
|
3,069
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$
|
297
|
|
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$
|
2,883
|
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|
Six Months Ended June 30,
|
||||||
|
|
2017
|
|
2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
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|
||||
Consolidated net income
|
|
$
|
406
|
|
|
$
|
2,926
|
|
Adjustments to reconcile consolidated net income to net cash flows from operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
5,145
|
|
|
1,975
|
|
||
Stock compensation expense
|
|
134
|
|
|
87
|
|
||
Accelerated vesting of equity awards
|
|
37
|
|
|
145
|
|
||
Noncash interest income, net
|
|
(196
|
)
|
|
(41
|
)
|
||
Other pension benefits
|
|
(26
|
)
|
|
(520
|
)
|
||
Loss on extinguishment of debt
|
|
35
|
|
|
110
|
|
||
Loss on financial instruments, net
|
|
32
|
|
|
55
|
|
||
Deferred income taxes
|
|
42
|
|
|
(3,164
|
)
|
||
Other, net
|
|
8
|
|
|
—
|
|
||
Changes in operating assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
||||
Accounts receivable
|
|
61
|
|
|
(100
|
)
|
||
Prepaid expenses and other assets
|
|
(23
|
)
|
|
11
|
|
||
Accounts payable, accrued liabilities and other
|
|
133
|
|
|
530
|
|
||
Net cash flows from operating activities
|
|
5,788
|
|
|
2,014
|
|
||
|
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
|
(3,703
|
)
|
|
(1,689
|
)
|
||
Change in accrued expenses related to capital expenditures
|
|
197
|
|
|
138
|
|
||
Purchases of cable systems, net of cash acquired
|
|
—
|
|
|
(28,810
|
)
|
||
Change in restricted cash and cash equivalents
|
|
—
|
|
|
22,264
|
|
||
Other, net
|
|
(49
|
)
|
|
(6
|
)
|
||
Net cash flows from investing activities
|
|
(3,555
|
)
|
|
(8,103
|
)
|
||
|
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
||||
Borrowings of long-term debt
|
|
7,146
|
|
|
5,997
|
|
||
Repayments of long-term debt
|
|
(5,529
|
)
|
|
(4,070
|
)
|
||
Payments for debt issuance costs
|
|
(42
|
)
|
|
(283
|
)
|
||
Issuance of equity
|
|
—
|
|
|
5,000
|
|
||
Purchase of treasury stock
|
|
(4,223
|
)
|
|
(99
|
)
|
||
Proceeds from exercise of stock options
|
|
86
|
|
|
24
|
|
||
Purchase of noncontrolling interest
|
|
(429
|
)
|
|
—
|
|
||
Distributions to noncontrolling interest
|
|
(75
|
)
|
|
(18
|
)
|
||
Proceeds from termination of interest rate derivatives
|
|
—
|
|
|
88
|
|
||
Other, net
|
|
(8
|
)
|
|
—
|
|
||
Net cash flows from financing activities
|
|
(3,074
|
)
|
|
6,639
|
|
||
|
|
|
|
|
||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
(841
|
)
|
|
550
|
|
||
CASH AND CASH EQUIVALENTS, beginning of period
|
|
1,535
|
|
|
5
|
|
||
CASH AND CASH EQUIVALENTS, end of period
|
|
$
|
694
|
|
|
$
|
555
|
|
|
|
|
|
|
||||
CASH PAID FOR INTEREST
|
|
$
|
1,653
|
|
|
$
|
1,014
|
|
CASH PAID FOR TAXES
|
|
$
|
33
|
|
|
$
|
4
|
|
Cash and cash equivalents
|
$
|
1,058
|
|
Current assets
|
1,417
|
|
|
Property, plant and equipment
|
21,413
|
|
|
Customer relationships
|
13,460
|
|
|
Franchises
|
54,085
|
|
|
Goodwill
|
28,337
|
|
|
Other noncurrent assets
|
1,040
|
|
|
Accounts payable and accrued liabilities
|
(4,107
|
)
|
|
Debt
|
(24,900
|
)
|
|
Deferred income taxes
|
(28,120
|
)
|
|
Other long-term liabilities
|
(3,162
|
)
|
|
Noncontrolling interests
|
(4
|
)
|
|
|
$
|
60,517
|
|
Current assets
|
$
|
131
|
|
Property, plant and equipment
|
2,884
|
|
|
Customer relationships
|
2,150
|
|
|
Franchises
|
7,225
|
|
|
Goodwill
|
44
|
|
|
Other noncurrent assets
|
86
|
|
|
Accounts payable and accrued liabilities
|
(330
|
)
|
|
Other long-term liabilities
|
(12
|
)
|
|
Noncontrolling interests
|
(22
|
)
|
|
|
$
|
12,156
|
|
|
Three Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2016
|
||||
Revenues
|
$
|
9,969
|
|
|
$
|
19,711
|
|
Net income attributable to Charter shareholders
|
$
|
248
|
|
|
$
|
427
|
|
Earnings per common share attributable to Charter shareholders:
|
|
|
|
||||
Basic
|
$
|
0.92
|
|
|
$
|
1.58
|
|
Diluted
|
$
|
0.91
|
|
|
$
|
1.56
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Franchises
|
|
$
|
67,316
|
|
|
$
|
—
|
|
|
$
|
67,316
|
|
|
$
|
67,316
|
|
|
$
|
—
|
|
|
$
|
67,316
|
|
Goodwill
|
|
29,554
|
|
|
—
|
|
|
29,554
|
|
|
29,509
|
|
|
—
|
|
|
29,509
|
|
||||||
Trademarks
|
|
159
|
|
|
—
|
|
|
159
|
|
|
159
|
|
|
—
|
|
|
159
|
|
||||||
Other intangible assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||
|
|
$
|
97,029
|
|
|
$
|
—
|
|
|
$
|
97,029
|
|
|
$
|
96,988
|
|
|
$
|
—
|
|
|
$
|
96,988
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
|
$
|
18,227
|
|
|
$
|
(4,996
|
)
|
|
$
|
13,231
|
|
|
$
|
18,226
|
|
|
$
|
(3,618
|
)
|
|
$
|
14,608
|
|
Other intangible assets
|
|
664
|
|
|
(162
|
)
|
|
502
|
|
|
615
|
|
|
(128
|
)
|
|
487
|
|
||||||
|
|
$
|
18,891
|
|
|
$
|
(5,158
|
)
|
|
$
|
13,733
|
|
|
$
|
18,841
|
|
|
$
|
(3,746
|
)
|
|
$
|
15,095
|
|
Six months ended December 31, 2017
|
|
$
|
1,327
|
|
2018
|
|
2,468
|
|
|
2019
|
|
2,185
|
|
|
2020
|
|
1,894
|
|
|
2021
|
|
1,609
|
|
|
Thereafter
|
|
4,250
|
|
|
|
|
$
|
13,733
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Accounts payable – trade
|
$
|
584
|
|
|
$
|
454
|
|
Deferred revenue
|
364
|
|
|
352
|
|
||
Accrued liabilities:
|
|
|
|
||||
Programming costs
|
1,985
|
|
|
1,783
|
|
||
Labor
|
975
|
|
|
1,111
|
|
||
Capital expenditures
|
1,308
|
|
|
1,107
|
|
||
Interest
|
984
|
|
|
958
|
|
||
Taxes and regulatory fees
|
548
|
|
|
538
|
|
||
Property and casualty
|
390
|
|
|
394
|
|
||
Other
|
985
|
|
|
847
|
|
||
|
$
|
8,123
|
|
|
$
|
7,544
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Principal Amount
|
|
Accreted Value
|
|
Principal Amount
|
|
Accreted Value
|
||||||||
CCO Holdings, LLC:
|
|
|
|
|
|
|
|
||||||||
5.250% senior notes due March 15, 2021
|
$
|
500
|
|
|
$
|
497
|
|
|
$
|
500
|
|
|
$
|
496
|
|
6.625% senior notes due January 31, 2022
|
—
|
|
|
—
|
|
|
750
|
|
|
741
|
|
||||
5.250% senior notes due September 30, 2022
|
1,250
|
|
|
1,233
|
|
|
1,250
|
|
|
1,232
|
|
||||
5.125% senior notes due February 15, 2023
|
1,000
|
|
|
992
|
|
|
1,000
|
|
|
992
|
|
||||
5.125% senior notes due May 1, 2023
|
1,150
|
|
|
1,142
|
|
|
1,150
|
|
|
1,141
|
|
||||
5.750% senior notes due September 1, 2023
|
500
|
|
|
496
|
|
|
500
|
|
|
496
|
|
||||
5.750% senior notes due January 15, 2024
|
1,000
|
|
|
992
|
|
|
1,000
|
|
|
991
|
|
||||
5.875% senior notes due April 1, 2024
|
1,700
|
|
|
1,686
|
|
|
1,700
|
|
|
1,685
|
|
||||
5.375% senior notes due May 1, 2025
|
750
|
|
|
745
|
|
|
750
|
|
|
744
|
|
||||
5.750% senior notes due February 15, 2026
|
2,500
|
|
|
2,462
|
|
|
2,500
|
|
|
2,460
|
|
||||
5.500% senior notes due May 1, 2026
|
1,500
|
|
|
1,488
|
|
|
1,500
|
|
|
1,487
|
|
||||
5.875% senior notes due May 1, 2027
|
800
|
|
|
794
|
|
|
800
|
|
|
794
|
|
||||
5.125% senior notes due May 1, 2027
|
3,250
|
|
|
3,214
|
|
|
—
|
|
|
—
|
|
||||
Charter Communications Operating, LLC:
|
|
|
|
|
|
|
|
||||||||
3.579% senior notes due July 23, 2020
|
2,000
|
|
|
1,985
|
|
|
2,000
|
|
|
1,983
|
|
||||
4.464% senior notes due July 23, 2022
|
3,000
|
|
|
2,975
|
|
|
3,000
|
|
|
2,973
|
|
||||
4.908% senior notes due July 23, 2025
|
4,500
|
|
|
4,460
|
|
|
4,500
|
|
|
4,458
|
|
||||
6.384% senior notes due October 23, 2035
|
2,000
|
|
|
1,981
|
|
|
2,000
|
|
|
1,980
|
|
||||
6.484% senior notes due October 23, 2045
|
3,500
|
|
|
3,466
|
|
|
3,500
|
|
|
3,466
|
|
||||
5.375% senior notes due May 1, 2047
|
1,250
|
|
|
1,241
|
|
|
—
|
|
|
—
|
|
||||
6.834% senior notes due October 23, 2055
|
500
|
|
|
495
|
|
|
500
|
|
|
495
|
|
||||
Credit facilities
|
8,817
|
|
|
8,725
|
|
|
8,916
|
|
|
8,814
|
|
||||
Time Warner Cable, LLC:
|
|
|
|
|
|
|
|
||||||||
5.850% senior notes due May 1, 2017
|
—
|
|
|
—
|
|
|
2,000
|
|
|
2,028
|
|
||||
6.750% senior notes due July 1, 2018
|
2,000
|
|
|
2,090
|
|
|
2,000
|
|
|
2,135
|
|
||||
8.750% senior notes due February 14, 2019
|
1,250
|
|
|
1,374
|
|
|
1,250
|
|
|
1,412
|
|
||||
8.250% senior notes due April 1, 2019
|
2,000
|
|
|
2,206
|
|
|
2,000
|
|
|
2,264
|
|
||||
5.000% senior notes due February 1, 2020
|
1,500
|
|
|
1,597
|
|
|
1,500
|
|
|
1,615
|
|
||||
4.125% senior notes due February 15, 2021
|
700
|
|
|
735
|
|
|
700
|
|
|
739
|
|
||||
4.000% senior notes due September 1, 2021
|
1,000
|
|
|
1,050
|
|
|
1,000
|
|
|
1,056
|
|
||||
5.750% sterling senior notes due June 2, 2031
(a)
|
814
|
|
|
880
|
|
|
770
|
|
|
834
|
|
||||
6.550% senior debentures due May 1, 2037
|
1,500
|
|
|
1,689
|
|
|
1,500
|
|
|
1,691
|
|
||||
7.300% senior debentures due July 1, 2038
|
1,500
|
|
|
1,792
|
|
|
1,500
|
|
|
1,795
|
|
||||
6.750% senior debentures due June 15, 2039
|
1,500
|
|
|
1,727
|
|
|
1,500
|
|
|
1,730
|
|
||||
5.875% senior debentures due November 15, 2040
|
1,200
|
|
|
1,258
|
|
|
1,200
|
|
|
1,259
|
|
||||
5.500% senior debentures due September 1, 2041
|
1,250
|
|
|
1,258
|
|
|
1,250
|
|
|
1,258
|
|
||||
5.250% sterling senior notes due July 15, 2042
(b)
|
847
|
|
|
816
|
|
|
800
|
|
|
771
|
|
||||
4.500% senior debentures due September 15, 2042
|
1,250
|
|
|
1,136
|
|
|
1,250
|
|
|
1,135
|
|
||||
Time Warner Cable Enterprises LLC:
|
|
|
|
|
|
|
|
8.375% senior debentures due March 15, 2023
|
1,000
|
|
|
1,253
|
|
|
1,000
|
|
|
1,273
|
|
||||
8.375% senior debentures due July 15, 2033
|
1,000
|
|
|
1,318
|
|
|
1,000
|
|
|
1,324
|
|
||||
Total debt
|
61,778
|
|
|
63,248
|
|
|
60,036
|
|
|
61,747
|
|
||||
Less current portion:
|
|
|
|
|
|
|
|
||||||||
5.850% senior notes due May 1, 2017
|
—
|
|
|
—
|
|
|
(2,000
|
)
|
|
(2,028
|
)
|
||||
Long-term debt
|
$
|
61,778
|
|
|
$
|
63,248
|
|
|
$
|
58,036
|
|
|
$
|
59,719
|
|
(a)
|
Principal amount includes
£625 million
valued at
$814 million
and
$770 million
as of
June 30, 2017
and
December 31, 2016
, respectively, using the exchange rate at the respective dates.
|
(b)
|
Principal amount includes
£650 million
valued at
$847 million
and
$800 million
as of
June 30, 2017
and
December 31, 2016
, respectively, using the exchange rate at the respective dates.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||
|
Shares
|
|
$
|
|
Shares
|
|
$
|
|
Shares
|
|
$
|
|
Shares
|
|
$
|
||||||||||||
Share buyback program
|
9,953,269
|
|
|
$
|
3,299
|
|
|
—
|
|
|
$
|
—
|
|
|
12,418,839
|
|
|
$
|
4,098
|
|
|
—
|
|
|
$
|
—
|
|
Income tax withholding
|
87,828
|
|
|
29
|
|
|
367,725
|
|
|
83
|
|
|
391,865
|
|
|
125
|
|
|
453,071
|
|
|
99
|
|
||||
Exercise cost
|
1,391
|
|
|
|
|
1,688
|
|
|
|
|
40,545
|
|
|
|
|
18,793
|
|
|
|
||||||||
|
10,042,488
|
|
|
$
|
3,328
|
|
|
369,413
|
|
|
$
|
83
|
|
|
12,851,249
|
|
|
$
|
4,223
|
|
|
471,864
|
|
|
$
|
99
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Interest Rate Derivatives
|
|
|
|
||||
Accrued interest
|
$
|
1
|
|
|
$
|
5
|
|
Accumulated other comprehensive loss
|
$
|
(2
|
)
|
|
$
|
(5
|
)
|
|
|
|
|
||||
Cross-Currency Derivatives
|
|
|
|
||||
Other long-term liabilities
|
$
|
193
|
|
|
$
|
251
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Loss on Financial Instruments, Net:
|
|
|
|
|
|
|
|
||||||||
Change in fair value of interest rate derivative instruments
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
(2
|
)
|
Change in fair value of cross-currency derivative instruments
|
(7
|
)
|
|
(185
|
)
|
|
58
|
|
|
(185
|
)
|
||||
Foreign currency remeasurement of Sterling Notes to U.S. dollars
|
(63
|
)
|
|
147
|
|
|
(91
|
)
|
|
147
|
|
||||
Loss on termination of interest rate derivative instruments
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
||||
Loss reclassified from accumulated other comprehensive loss due to discontinuance of hedge accounting
|
(2
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(4
|
)
|
||||
|
$
|
(70
|
)
|
|
$
|
(50
|
)
|
|
$
|
(32
|
)
|
|
$
|
(55
|
)
|
•
|
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
•
|
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
•
|
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 1
|
|
Level 2
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
149
|
|
|
$
|
—
|
|
|
$
|
1,205
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate derivative instruments
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Cross-currency derivative instruments
|
$
|
—
|
|
|
$
|
193
|
|
|
$
|
—
|
|
|
$
|
251
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Senior notes and debentures
|
|
$
|
54,523
|
|
|
$
|
58,470
|
|
|
$
|
52,933
|
|
|
$
|
55,203
|
|
Credit facilities
|
|
$
|
8,725
|
|
|
$
|
8,836
|
|
|
$
|
8,814
|
|
|
$
|
8,943
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Programming
|
$
|
2,649
|
|
|
$
|
1,541
|
|
|
$
|
5,253
|
|
|
$
|
2,244
|
|
Regulatory, connectivity and produced content
|
532
|
|
|
317
|
|
|
1,030
|
|
|
429
|
|
||||
Costs to service customers
|
1,907
|
|
|
1,189
|
|
|
3,855
|
|
|
1,647
|
|
||||
Marketing
|
601
|
|
|
382
|
|
|
1,183
|
|
|
547
|
|
||||
Transition costs
|
30
|
|
|
25
|
|
|
81
|
|
|
46
|
|
||||
Other
|
856
|
|
|
550
|
|
|
1,752
|
|
|
762
|
|
||||
|
$
|
6,575
|
|
|
$
|
4,004
|
|
|
$
|
13,154
|
|
|
$
|
5,675
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Merger and restructuring costs
|
$
|
131
|
|
|
$
|
556
|
|
|
$
|
226
|
|
|
$
|
570
|
|
Special charges, net
|
4
|
|
|
2
|
|
|
6
|
|
|
6
|
|
||||
Gain on sale of assets, net
|
—
|
|
|
(7
|
)
|
|
(3
|
)
|
|
(7
|
)
|
||||
|
$
|
135
|
|
|
$
|
551
|
|
|
$
|
229
|
|
|
$
|
569
|
|
|
Employee Retention Costs
|
|
Employee Termination Costs
|
|
Transaction and Advisory Costs
|
|
Other Costs
|
|
Total
|
||||||||||
Liability, December 31, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
33
|
|
Liability assumed in the Transactions
|
80
|
|
|
9
|
|
|
3
|
|
|
—
|
|
|
92
|
|
|||||
Costs incurred
|
26
|
|
|
337
|
|
|
318
|
|
|
41
|
|
|
722
|
|
|||||
Cash paid
|
(99
|
)
|
|
(102
|
)
|
|
(329
|
)
|
|
(41
|
)
|
|
(571
|
)
|
|||||
Remaining liability, December 31, 2016
|
7
|
|
|
244
|
|
|
25
|
|
|
—
|
|
|
276
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs incurred
|
3
|
|
|
150
|
|
|
3
|
|
|
33
|
|
|
189
|
|
|||||
Cash paid
|
(9
|
)
|
|
(194
|
)
|
|
(5
|
)
|
|
(33
|
)
|
|
(241
|
)
|
|||||
Remaining liability, June 30, 2017
|
$
|
1
|
|
|
$
|
200
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
224
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Charter shareholders
|
$
|
139
|
|
|
$
|
3,067
|
|
|
$
|
294
|
|
|
$
|
2,879
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Charter Holdings common units
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
||||
Charter Holdings convertible preferred units
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||
Net income attributable to Charter shareholders after assumed conversions
|
$
|
139
|
|
|
$
|
3,114
|
|
|
$
|
294
|
|
|
$
|
2,926
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding, basic
|
263,460,911
|
|
|
183,362,776
|
|
|
266,217,549
|
|
|
142,457,435
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Assumed exercise or issuance of shares relating to stock plans
|
3,848,350
|
|
|
2,351,592
|
|
|
4,031,884
|
|
|
1,751,850
|
|
||||
Weighted average Charter Holdings common units
|
—
|
|
|
14,986,997
|
|
|
—
|
|
|
7,493,498
|
|
||||
Weighted average Charter Holdings convertible preferred units
|
—
|
|
|
4,512,901
|
|
|
—
|
|
|
2,256,451
|
|
||||
Weighted average common shares outstanding, diluted
|
267,309,261
|
|
|
205,214,266
|
|
|
270,249,433
|
|
|
153,959,234
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share attributable to Charter shareholders
|
$
|
0.53
|
|
|
$
|
16.73
|
|
|
$
|
1.11
|
|
|
$
|
20.21
|
|
Diluted earnings per common share attributable to Charter shareholders
|
$
|
0.52
|
|
|
$
|
15.17
|
|
|
$
|
1.09
|
|
|
$
|
19.00
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Stock options
|
42,600
|
|
|
4,800,200
|
|
|
1,145,200
|
|
|
5,679,700
|
|
Restricted stock
|
9,500
|
|
|
10,000
|
|
|
9,500
|
|
|
10,000
|
|
Restricted stock units
|
9,500
|
|
|
597,300
|
|
|
277,700
|
|
|
845,600
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
35
|
|
Interest cost
|
34
|
|
|
21
|
|
|
$
|
68
|
|
|
$
|
21
|
|
||
Expected return on plan assets
|
(47
|
)
|
|
(23
|
)
|
|
(94
|
)
|
|
(23
|
)
|
||||
Pension curtailment gain
|
—
|
|
|
(675
|
)
|
|
—
|
|
|
(675
|
)
|
||||
Remeasurement loss, net
|
—
|
|
|
157
|
|
|
—
|
|
|
157
|
|
||||
Net periodic pension benefit
|
$
|
(13
|
)
|
|
$
|
(485
|
)
|
|
$
|
(26
|
)
|
|
$
|
(485
|
)
|
Charter Communications, Inc. and Subsidiaries
|
|||||||||||||||||||||||
Condensed Consolidating Statements of Operations
|
|||||||||||||||||||||||
For the six months ended June 30, 2017
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
|
|
|
||||||||||||||||
|
Charter
|
|
Intermediate Holding Companies
|
|
CCO Holdings
|
|
Charter Operating and Restricted Subsidiaries
|
|
Eliminations
|
|
Charter Consolidated
|
||||||||||||
REVENUES
|
$
|
61
|
|
|
$
|
619
|
|
|
$
|
—
|
|
|
$
|
20,521
|
|
|
$
|
(680
|
)
|
|
$
|
20,521
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating costs and expenses (exclusive of items shown separately below)
|
61
|
|
|
607
|
|
|
—
|
|
|
13,166
|
|
|
(680
|
)
|
|
13,154
|
|
||||||
Depreciation and amortization
|
—
|
|
|
5
|
|
|
—
|
|
|
5,140
|
|
|
—
|
|
|
5,145
|
|
||||||
Other operating expenses, net
|
—
|
|
|
—
|
|
|
—
|
|
|
229
|
|
|
—
|
|
|
229
|
|
||||||
|
61
|
|
|
612
|
|
|
—
|
|
|
18,535
|
|
|
(680
|
)
|
|
18,528
|
|
||||||
Income from operations
|
—
|
|
|
7
|
|
|
—
|
|
|
1,986
|
|
|
—
|
|
|
1,993
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
OTHER INCOME (EXPENSES):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income (expense), net
|
2
|
|
|
9
|
|
|
(404
|
)
|
|
(1,069
|
)
|
|
—
|
|
|
(1,462
|
)
|
||||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
(2
|
)
|
|
—
|
|
|
(35
|
)
|
||||||
Loss on financial instruments, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
||||||
Other pension benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
||||||
Other expense, net
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
||||||
Equity in income of subsidiaries
|
327
|
|
|
442
|
|
|
879
|
|
|
—
|
|
|
(1,648
|
)
|
|
—
|
|
||||||
|
329
|
|
|
440
|
|
|
442
|
|
|
(1,077
|
)
|
|
(1,648
|
)
|
|
(1,514
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income before income taxes
|
329
|
|
|
447
|
|
|
442
|
|
|
909
|
|
|
(1,648
|
)
|
|
479
|
|
||||||
INCOME TAX EXPENSE
|
(35
|
)
|
|
(9
|
)
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
(73
|
)
|
||||||
Consolidated net income
|
294
|
|
|
438
|
|
|
442
|
|
|
880
|
|
|
(1,648
|
)
|
|
406
|
|
||||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
(111
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(112
|
)
|
||||||
Net income
|
$
|
294
|
|
|
$
|
327
|
|
|
$
|
442
|
|
|
$
|
879
|
|
|
$
|
(1,648
|
)
|
|
$
|
294
|
|
Charter Communications, Inc. and Subsidiaries
|
|||||||||||||||||||||||||||
Condensed Consolidating Statements of Operations
|
|||||||||||||||||||||||||||
For the six months ended June 30, 2016
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Non-Guarantor Subsidiaries
|
|
|
|
Guarantor Subsidiaries
|
|
|
|
|
||||||||||||||||||
|
Charter
|
|
Intermediate Holding Companies
|
|
Safari Escrow Entities
|
|
CCO Holdings
|
|
Charter Operating and Restricted Subsidiaries
|
|
Eliminations
|
|
Charter Consolidated
|
||||||||||||||
REVENUES
|
$
|
162
|
|
|
$
|
391
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,691
|
|
|
$
|
(553
|
)
|
|
$
|
8,691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating costs and expenses (exclusive of items shown separately below)
|
162
|
|
|
383
|
|
|
—
|
|
|
—
|
|
|
5,683
|
|
|
(553
|
)
|
|
5,675
|
|
|||||||
Depreciation and amortization
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1,974
|
|
|
—
|
|
|
1,975
|
|
|||||||
Other operating expenses, net
|
262
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
307
|
|
|
—
|
|
|
569
|
|
|||||||
|
424
|
|
|
384
|
|
|
—
|
|
|
—
|
|
|
7,964
|
|
|
(553
|
)
|
|
8,219
|
|
|||||||
Income (loss) from operations
|
(262
|
)
|
|
7
|
|
|
—
|
|
|
—
|
|
|
727
|
|
|
—
|
|
|
472
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
OTHER INCOME (EXPENSES):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income (expense), net
|
—
|
|
|
5
|
|
|
(390
|
)
|
|
(350
|
)
|
|
(312
|
)
|
|
—
|
|
|
(1,047
|
)
|
|||||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
|||||||
Loss on financial instruments, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
(55
|
)
|
|||||||
Other pension benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
520
|
|
|
—
|
|
|
520
|
|
|||||||
Other expense, net
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||||
Equity in income (loss) of subsidiaries
|
(19
|
)
|
|
23
|
|
|
—
|
|
|
873
|
|
|
—
|
|
|
(877
|
)
|
|
—
|
|
|||||||
|
(19
|
)
|
|
23
|
|
|
(390
|
)
|
|
413
|
|
|
153
|
|
|
(877
|
)
|
|
(697
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income (loss) before income taxes
|
(281
|
)
|
|
30
|
|
|
(390
|
)
|
|
413
|
|
|
880
|
|
|
(877
|
)
|
|
(225
|
)
|
|||||||
INCOME TAX BENEFIT (EXPENSE)
|
3,160
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
3,151
|
|
|||||||
Consolidated net income (loss)
|
2,879
|
|
|
28
|
|
|
(390
|
)
|
|
413
|
|
|
873
|
|
|
(877
|
)
|
|
2,926
|
|
|||||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
(47
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|||||||
Net income (loss)
|
$
|
2,879
|
|
|
$
|
(19
|
)
|
|
$
|
(390
|
)
|
|
$
|
413
|
|
|
$
|
873
|
|
|
$
|
(877
|
)
|
|
$
|
2,879
|
|
Charter Communications, Inc. and Subsidiaries
|
|||||||||||||||||||||||
Condensed Consolidating Statements of Comprehensive Income (Loss)
|
|||||||||||||||||||||||
For the six months ended June 30, 2017
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
|
|
|
||||||||||||||||
|
Charter
|
|
Intermediate Holding Companies
|
|
CCO Holdings
|
|
Charter Operating and Restricted Subsidiaries
|
|
Eliminations
|
|
Charter Consolidated
|
||||||||||||
Consolidated net income
|
$
|
294
|
|
|
$
|
438
|
|
|
$
|
442
|
|
|
$
|
880
|
|
|
$
|
(1,648
|
)
|
|
$
|
406
|
|
Net impact of interest rate derivative instruments
|
3
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
(9
|
)
|
|
3
|
|
||||||
Consolidated comprehensive income
|
297
|
|
|
441
|
|
|
445
|
|
|
883
|
|
|
(1,657
|
)
|
|
409
|
|
||||||
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
(111
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(112
|
)
|
||||||
Comprehensive income
|
$
|
297
|
|
|
$
|
330
|
|
|
$
|
445
|
|
|
$
|
882
|
|
|
$
|
(1,657
|
)
|
|
$
|
297
|
|
Charter Communications, Inc. and Subsidiaries
|
|||||||||||||||||||||||||||
Condensed Consolidating Statements of Comprehensive Income (Loss)
|
|||||||||||||||||||||||||||
For the six months ended June 30, 2016
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Non-Guarantor Subsidiaries
|
|
|
|
Guarantor Subsidiaries
|
|
|
|
|
||||||||||||||||||
|
Charter
|
|
Intermediate Holding Companies
|
|
Safari Escrow Entities
|
|
CCO Holdings
|
|
Charter Operating and Restricted Subsidiaries
|
|
Eliminations
|
|
Charter Consolidated
|
||||||||||||||
Consolidated net income (loss)
|
$
|
2,879
|
|
|
$
|
28
|
|
|
$
|
(390
|
)
|
|
$
|
413
|
|
|
$
|
873
|
|
|
$
|
(877
|
)
|
|
$
|
2,926
|
|
Net impact of interest rate derivative instruments
|
4
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
(12
|
)
|
|
4
|
|
|||||||
Consolidated comprehensive income (loss)
|
$
|
2,883
|
|
|
$
|
32
|
|
|
$
|
(390
|
)
|
|
$
|
417
|
|
|
$
|
877
|
|
|
$
|
(889
|
)
|
|
$
|
2,930
|
|
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
(47
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|||||||
Comprehensive income (loss)
|
$
|
2,883
|
|
|
$
|
(15
|
)
|
|
$
|
(390
|
)
|
|
$
|
417
|
|
|
$
|
877
|
|
|
$
|
(889
|
)
|
|
$
|
2,883
|
|
|
Three Months Ended June 30,
|
||||||||||||||||
|
2017
|
|
2016
|
|
% Change
|
|
2016
|
|
% Change
|
||||||||
|
Actual
|
|
Pro forma
|
||||||||||||||
Revenues
|
$
|
10,357
|
|
|
$
|
6,161
|
|
|
68.1
|
%
|
|
$
|
9,969
|
|
|
3.9
|
%
|
Adjusted EBITDA
|
$
|
3,847
|
|
|
$
|
2,220
|
|
|
73.3
|
%
|
|
$
|
3,542
|
|
|
8.6
|
%
|
Income from operations
|
$
|
1,052
|
|
|
$
|
170
|
|
|
518.8
|
%
|
|
$
|
843
|
|
|
24.8
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Six Months Ended June 30,
|
||||||||||||||||
|
2017
|
|
2016
|
|
% Change
|
|
2016
|
|
% Change
|
||||||||
|
Actual
|
|
Pro forma
|
||||||||||||||
Revenues
|
$
|
20,521
|
|
|
$
|
8,691
|
|
|
136.1
|
%
|
|
$
|
19,711
|
|
|
4.1
|
%
|
Adjusted EBITDA
|
$
|
7,501
|
|
|
$
|
3,103
|
|
|
141.7
|
%
|
|
$
|
6,975
|
|
|
7.5
|
%
|
Income from operations
|
$
|
1,993
|
|
|
$
|
472
|
|
|
322.2
|
%
|
|
$
|
1,902
|
|
|
4.8
|
%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Operating expenses
|
$
|
30
|
|
|
$
|
25
|
|
|
$
|
81
|
|
|
$
|
46
|
|
Other operating expenses
|
$
|
131
|
|
|
$
|
556
|
|
|
$
|
226
|
|
|
$
|
570
|
|
Interest expense
|
$
|
—
|
|
|
$
|
133
|
|
|
$
|
—
|
|
|
$
|
390
|
|
Capital expenditures
|
$
|
86
|
|
|
$
|
111
|
|
|
$
|
162
|
|
|
$
|
164
|
|
|
Approximate as of
|
||||||
|
June 30,
|
||||||
|
2017 (a)
|
|
2016 (a)(b)
|
||||
Customer Relationships (c)
|
|
|
|
||||
Residential
|
25,298
|
|
|
24,306
|
|
||
Small and Medium Business
|
1,483
|
|
|
1,333
|
|
||
Total Customer Relationships
|
26,781
|
|
|
25,639
|
|
||
|
|
|
|
||||
Residential Primary Service Units (“PSU”)
|
|
|
|
||||
Video
|
16,646
|
|
|
16,934
|
|
||
Internet
|
22,033
|
|
|
20,667
|
|
||
Voice
|
10,378
|
|
|
10,255
|
|
||
|
49,057
|
|
|
47,856
|
|
||
|
|
|
|
||||
Monthly Residential Revenue per Residential Customer (d)
|
$
|
109.46
|
|
|
$
|
109.99
|
|
|
|
|
|
||||
Small and Medium Business PSUs
|
|
|
|
||||
Video
|
425
|
|
|
378
|
|
||
Internet
|
1,285
|
|
|
1,148
|
|
||
Voice
|
847
|
|
|
725
|
|
||
|
2,557
|
|
|
2,251
|
|
||
|
|
|
|
||||
Monthly Small and Medium Business Revenue per Customer (e)
|
$
|
210.64
|
|
|
$
|
236.68
|
|
|
|
|
|
||||
Enterprise PSUs (f)
|
103
|
|
|
90
|
|
(a)
|
We calculate the aging of customer accounts based on the monthly billing cycle for each account. On that basis, as of
June 30, 2017
and
2016
, customers include approximately
209,500
and
208,600
customers, respectively, whose accounts were over 60 days past due, approximately
14,800
and
14,000
customers, respectively, whose accounts were over 90 days past due, and approximately
8,700
and
8,000
customers, respectively, whose accounts were over 120 days past due.
|
(b)
|
In the second quarter of 2017, we conformed the seasonal customer program in the Legacy Bright House footprint to our program. Prior to the plan change, Legacy Bright House customers enrolling in the seasonal plan were charged a one-time fee and counted as customer disconnects, and as new connects, when moving off the seasonal plan. Under our seasonal plan, residential customers pay a reduced monthly fee while the seasonal plan is active and remain reported as customers. Excluding the impact of customer disconnect activity related to the previous seasonal plan, Legacy Bright House residential customer relationships at June 30, 2016, would have been higher by approximately 58,000, and video, Internet and voice PSUs for the second quarter of 2016, would have been higher by 52,000, 72,000 and 49,000 respectively.
|
(c)
|
Customer relationships include the number of customers that receive one or more levels of service, encompassing video, Internet and voice services, without regard to which service(s) such customers receive. Customers who reside in residential multiple dwelling units (“MDUs”) and that are billed under bulk contracts are counted based on the number of billed units within each bulk MDU. Total customer relationships excludes enterprise customer relationships.
|
(d)
|
Monthly residential revenue per residential customer is calculated as total residential video, Internet and voice quarterly revenue divided by three divided by average residential customer relationships during the respective quarter.
|
(e)
|
Monthly small and medium business revenue per customer is calculated as total small and medium business quarterly revenue divided by three divided by average small and medium business customer relationships during the respective quarter.
|
(f)
|
Enterprise PSUs represent the aggregate number of fiber service offerings counting each separate service offering as an individual PSU.
|
|
Three Months Ended June 30,
|
||||||||||||||||
|
2017
|
|
2016
|
|
% Change
|
|
2016
|
|
% Change
|
||||||||
|
Actual
|
|
Pro forma
|
||||||||||||||
Video
|
$
|
4,124
|
|
|
$
|
2,605
|
|
|
58.3
|
%
|
|
$
|
4,125
|
|
|
—
|
%
|
Internet
|
3,513
|
|
|
1,950
|
|
|
80.2
|
%
|
|
3,133
|
|
|
12.1
|
%
|
|||
Voice
|
650
|
|
|
423
|
|
|
53.4
|
%
|
|
729
|
|
|
(10.9
|
)%
|
|||
Residential revenue
|
8,287
|
|
|
4,978
|
|
|
66.4
|
%
|
|
7,987
|
|
|
3.8
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Small and medium business
|
924
|
|
|
520
|
|
|
77.7
|
%
|
|
843
|
|
|
9.7
|
%
|
|||
Enterprise
|
548
|
|
|
296
|
|
|
85.1
|
%
|
|
501
|
|
|
9.3
|
%
|
|||
Commercial revenue
|
1,472
|
|
|
816
|
|
|
80.4
|
%
|
|
1,344
|
|
|
9.5
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Advertising sales
|
381
|
|
|
237
|
|
|
61.3
|
%
|
|
405
|
|
|
(5.8
|
)%
|
|||
Other
|
217
|
|
|
130
|
|
|
67.0
|
%
|
|
233
|
|
|
(6.8
|
)%
|
|||
|
$
|
10,357
|
|
|
$
|
6,161
|
|
|
68.1
|
%
|
|
$
|
9,969
|
|
|
3.9
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Six Months Ended June 30,
|
||||||||||||||||
|
2017
|
|
2016
|
|
% Change
|
|
2016
|
|
% Change
|
||||||||
|
Actual
|
|
Pro forma
|
||||||||||||||
Video
|
$
|
8,203
|
|
|
$
|
3,775
|
|
|
117.3
|
%
|
|
$
|
8,198
|
|
|
0.1
|
%
|
Internet
|
6,911
|
|
|
2,754
|
|
|
151.0
|
%
|
|
6,170
|
|
|
12.0
|
%
|
|||
Voice
|
1,344
|
|
|
558
|
|
|
140.6
|
%
|
|
1,458
|
|
|
(7.9
|
)%
|
|||
Residential revenue
|
16,458
|
|
|
7,087
|
|
|
132.2
|
%
|
|
15,826
|
|
|
4.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Small and medium business
|
1,824
|
|
|
722
|
|
|
152.5
|
%
|
|
1,651
|
|
|
10.5
|
%
|
|||
Enterprise
|
1,087
|
|
|
395
|
|
|
175.1
|
%
|
|
991
|
|
|
9.7
|
%
|
|||
Commercial revenue
|
2,911
|
|
|
1,117
|
|
|
160.5
|
%
|
|
2,642
|
|
|
10.2
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Advertising sales
|
718
|
|
|
309
|
|
|
132.9
|
%
|
|
770
|
|
|
(6.7
|
)%
|
|||
Other
|
434
|
|
|
178
|
|
|
143.8
|
%
|
|
473
|
|
|
(8.3
|
)%
|
|||
|
$
|
20,521
|
|
|
$
|
8,691
|
|
|
136.1
|
%
|
|
$
|
19,711
|
|
|
4.1
|
%
|
|
Three months ended
June 30, 2017 compared to three months ended June 30, 2016 Increase / (Decrease) |
|
Six months ended
June 30, 2017 compared to six months ended June 30, 2016 Increase / (Decrease) |
||||
Decrease in average basic video customers
|
$
|
(34
|
)
|
|
$
|
(26
|
)
|
Bundle revenue allocation and price adjustments
|
30
|
|
|
19
|
|
||
TWC Transaction
|
1,310
|
|
|
3,806
|
|
||
Bright House Transaction
|
213
|
|
|
629
|
|
||
|
$
|
1,519
|
|
|
$
|
4,428
|
|
|
Three months ended
June 30, 2017 compared to three months ended June 30, 2016 Increase / (Decrease) |
|
Six months ended
June 30, 2017 compared to six months ended June 30, 2016 Increase / (Decrease) |
||||
Bundle revenue allocation and price adjustments
|
$
|
75
|
|
|
$
|
150
|
|
Decrease in average basic video customers
|
(76
|
)
|
|
(145
|
)
|
||
|
$
|
(1
|
)
|
|
$
|
5
|
|
|
Three months ended
June 30, 2017 compared to three months ended June 30, 2016 Increase / (Decrease) |
|
Six months ended
June 30, 2017 compared to six months ended June 30, 2016 Increase / (Decrease) |
||||
Increase in average residential Internet customers
|
$
|
136
|
|
|
$
|
205
|
|
Price adjustments, bundle revenue allocation and service level changes
|
98
|
|
|
113
|
|
||
TWC Transaction
|
1,134
|
|
|
3,268
|
|
||
Bright House Transaction
|
195
|
|
|
571
|
|
||
|
$
|
1,563
|
|
|
$
|
4,157
|
|
|
Three months ended
June 30, 2017 compared to three months ended June 30, 2016 Increase / (Decrease) |
|
Six months ended
June 30, 2017 compared to six months ended June 30, 2016 Increase / (Decrease) |
||||
Increase in average residential Internet customers
|
$
|
209
|
|
|
$
|
424
|
|
Price adjustments, bundle revenue allocation and service level changes
|
171
|
|
|
317
|
|
||
|
$
|
380
|
|
|
$
|
741
|
|
|
Three months ended
June 30, 2017 compared to three months ended June 30, 2016 Increase / (Decrease) |
|
Six months ended
June 30, 2017 compared to six months ended June 30, 2016 Increase / (Decrease) |
||||
Increase in average residential voice customers
|
$
|
7
|
|
|
$
|
11
|
|
Bundle revenue allocation and price adjustments
|
(51
|
)
|
|
(54
|
)
|
||
TWC Transaction
|
231
|
|
|
707
|
|
||
Bright House Transaction
|
40
|
|
|
122
|
|
||
|
$
|
227
|
|
|
$
|
786
|
|
|
Three months ended
June 30, 2017 compared to three months ended June 30, 2016 Increase / (Decrease) |
|
Six months ended
June 30, 2017 compared to six months ended June 30, 2016 Increase / (Decrease) |
||||
Increase in average residential voice customers
|
$
|
11
|
|
|
$
|
31
|
|
Bundle revenue allocation and price adjustments
|
(90
|
)
|
|
(145
|
)
|
||
|
$
|
(79
|
)
|
|
$
|
(114
|
)
|
|
Three months ended
June 30, 2017 compared to three months ended June 30, 2016 Increase / (Decrease) |
|
Six months ended
June 30, 2017 compared to six months ended June 30, 2016 Increase / (Decrease) |
||||
Increase in small and medium business customers
|
$
|
64
|
|
|
$
|
95
|
|
Price adjustments
|
(15
|
)
|
|
(22
|
)
|
||
TWC Transaction
|
307
|
|
|
890
|
|
||
Bright House Transaction
|
48
|
|
|
139
|
|
||
|
$
|
404
|
|
|
$
|
1,102
|
|
|
Three months ended
June 30, 2017 compared to three months ended June 30, 2016 Increase / (Decrease) |
|
Six months ended
June 30, 2017 compared to six months ended June 30, 2016 Increase / (Decrease) |
||||
Increase in small and medium business customers
|
$
|
102
|
|
|
$
|
199
|
|
Price adjustments
|
(21
|
)
|
|
(26
|
)
|
||
|
$
|
81
|
|
|
$
|
173
|
|
|
Three months ended
June 30, 2017 compared to three months ended June 30, 2016 Increase / (Decrease) |
|
Six months ended
June 30, 2017 compared to six months ended June 30, 2016 Increase / (Decrease) |
||||
Programming
|
$
|
1,108
|
|
|
$
|
3,009
|
|
Regulatory, connectivity and produced content
|
215
|
|
|
601
|
|
||
Costs to service customers
|
718
|
|
|
2,208
|
|
||
Marketing
|
219
|
|
|
636
|
|
||
Transition costs
|
5
|
|
|
35
|
|
||
Other
|
306
|
|
|
990
|
|
||
|
$
|
2,571
|
|
|
$
|
7,479
|
|
|
Three months ended
June 30, 2017 compared to three months ended June 30, 2016 Increase / (Decrease) |
|
Six months ended
June 30, 2017 compared to six months ended June 30, 2016 Increase / (Decrease) |
||||
Corporate costs
|
$
|
61
|
|
|
$
|
260
|
|
Enterprise
|
80
|
|
|
236
|
|
||
Advertising sales expense
|
84
|
|
|
233
|
|
||
Property tax and insurance
|
39
|
|
|
114
|
|
||
Stock compensation expense
|
2
|
|
|
47
|
|
||
Other
|
40
|
|
|
100
|
|
||
|
$
|
306
|
|
|
$
|
990
|
|
|
Three months ended
June 30, 2017 compared to three months ended June 30, 2016 Increase / (Decrease) |
|
Six months ended
June 30, 2017 compared to six months ended June 30, 2016 Increase / (Decrease) |
||||
Programming
|
$
|
232
|
|
|
$
|
429
|
|
Regulatory, connectivity and produced content
|
(18
|
)
|
|
(25
|
)
|
||
Costs to service customers
|
(77
|
)
|
|
(62
|
)
|
||
Marketing
|
(15
|
)
|
|
(25
|
)
|
||
Transition costs
|
5
|
|
|
35
|
|
||
Other
|
(51
|
)
|
|
(72
|
)
|
||
|
$
|
76
|
|
|
$
|
280
|
|
|
Three months ended
June 30, 2017 compared to three months ended June 30, 2016 Increase / (Decrease) |
|
Six months ended
June 30, 2017 compared to six months ended June 30, 2016 Increase / (Decrease) |
||||
Corporate costs
|
$
|
(64
|
)
|
|
$
|
(104
|
)
|
Enterprise
|
6
|
|
|
17
|
|
||
Advertising sales expense
|
13
|
|
|
26
|
|
||
Property tax and insurance
|
(8
|
)
|
|
(16
|
)
|
||
Stock compensation expense
|
(7
|
)
|
|
(4
|
)
|
||
Other
|
9
|
|
|
9
|
|
||
|
$
|
(51
|
)
|
|
$
|
(72
|
)
|
|
Three months ended
June 30, 2017 compared to three months ended June 30, 2016 Increase / (Decrease) |
|
Six months ended
June 30, 2017 compared to six months ended June 30, 2016 Increase / (Decrease) |
||||
Merger and restructuring costs
|
$
|
(425
|
)
|
|
$
|
(344
|
)
|
Special charges, net
|
2
|
|
|
—
|
|
||
(Gain) loss on sale of assets, net
|
7
|
|
|
4
|
|
||
|
$
|
(416
|
)
|
|
$
|
(340
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
Actual
|
||||||||||||||
Consolidated net income
|
$
|
195
|
|
|
$
|
3,114
|
|
|
$
|
406
|
|
|
$
|
2,926
|
|
Plus: Interest expense, net
|
749
|
|
|
593
|
|
|
1,462
|
|
|
1,047
|
|
||||
Income tax (benefit) expense
|
48
|
|
|
(3,179
|
)
|
|
73
|
|
|
(3,151
|
)
|
||||
Depreciation and amortization
|
2,595
|
|
|
1,436
|
|
|
5,145
|
|
|
1,975
|
|
||||
Stock compensation expense
|
65
|
|
|
63
|
|
|
134
|
|
|
87
|
|
||||
Loss on extinguishment of debt
|
1
|
|
|
110
|
|
|
35
|
|
|
110
|
|
||||
Loss on financial instruments, net
|
70
|
|
|
50
|
|
|
32
|
|
|
55
|
|
||||
Other pension benefits
|
(13
|
)
|
|
(520
|
)
|
|
(26
|
)
|
|
(520
|
)
|
||||
Other, net
|
137
|
|
|
553
|
|
|
240
|
|
|
574
|
|
||||
Adjusted EBITDA
|
$
|
3,847
|
|
|
$
|
2,220
|
|
|
$
|
7,501
|
|
|
$
|
3,103
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash flows from operating activities
|
$
|
2,945
|
|
|
$
|
1,590
|
|
|
$
|
5,788
|
|
|
$
|
2,014
|
|
Less: Purchases of property, plant and equipment
|
(2,148
|
)
|
|
(1,260
|
)
|
|
(3,703
|
)
|
|
(1,689
|
)
|
||||
Change in accrued expenses related to capital expenditures
|
347
|
|
|
194
|
|
|
197
|
|
|
138
|
|
||||
Free cash flow
|
$
|
1,144
|
|
|
$
|
524
|
|
|
$
|
2,282
|
|
|
$
|
463
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
June 30, 2016
|
|
June 30, 2016
|
||||
|
Pro Forma
|
||||||
Consolidated net income
|
$
|
331
|
|
|
$
|
580
|
|
Plus: Interest expense, net
|
723
|
|
|
1,431
|
|
||
Income tax expense
|
157
|
|
|
272
|
|
||
Depreciation and amortization
|
2,338
|
|
|
4,623
|
|
||
Stock compensation expense
|
72
|
|
|
138
|
|
||
Loss on extinguishment of debt
|
110
|
|
|
110
|
|
||
Loss on financial instruments, net
|
50
|
|
|
55
|
|
||
Other pension benefits
|
(526
|
)
|
|
(536
|
)
|
||
Other, net
|
287
|
|
|
302
|
|
||
Adjusted EBITDA
|
$
|
3,542
|
|
|
$
|
6,975
|
|
|
Three months ended
June 30, 2017 compared to three months ended June 30, 2016 Increase / (Decrease) |
|
Six months ended
June 30, 2017 compared to six months ended June 30, 2016 Increase / (Decrease) |
||||
Increase in Adjusted EBITDA
|
$
|
1,627
|
|
|
$
|
4,398
|
|
Decrease in merger and restructuring costs
|
300
|
|
|
236
|
|
||
Increase in capital expenditures
|
(888
|
)
|
|
(2,014
|
)
|
||
Increase in cash paid for interest, net
|
(226
|
)
|
|
(667
|
)
|
||
Changes in working capital, excluding change in accrued interest
|
(169
|
)
|
|
(112
|
)
|
||
Other, net
|
(24
|
)
|
|
(22
|
)
|
||
|
$
|
620
|
|
|
$
|
1,819
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
Actual
|
||||||||||||||
Customer premise equipment (a)
|
$
|
1,017
|
|
|
$
|
378
|
|
|
$
|
1,724
|
|
|
$
|
515
|
|
Scalable infrastructure (b)
|
382
|
|
|
386
|
|
|
650
|
|
|
496
|
|
||||
Line extensions (c)
|
297
|
|
|
171
|
|
|
545
|
|
|
218
|
|
||||
Upgrade/rebuild (d)
|
145
|
|
|
110
|
|
|
252
|
|
|
151
|
|
||||
Support capital (e)
|
307
|
|
|
215
|
|
|
532
|
|
|
309
|
|
||||
Total capital expenditures
|
$
|
2,148
|
|
|
$
|
1,260
|
|
|
$
|
3,703
|
|
|
$
|
1,689
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures included in total related to:
|
|
|
|
|
|
|
|
||||||||
Commercial services
|
$
|
334
|
|
|
$
|
196
|
|
|
$
|
602
|
|
|
$
|
260
|
|
Transition (f)
|
$
|
86
|
|
|
$
|
111
|
|
|
$
|
162
|
|
|
$
|
164
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
June 30, 2016
|
|
June 30, 2016
|
||||
|
Pro Forma
|
||||||
Customer premise equipment (a)
|
$
|
651
|
|
|
$
|
1,412
|
|
Scalable infrastructure (b)
|
640
|
|
|
1,115
|
|
||
Line extensions (c)
|
277
|
|
|
502
|
|
||
Upgrade/rebuild (d)
|
171
|
|
|
305
|
|
||
Support capital (e)
|
336
|
|
|
575
|
|
||
Total capital expenditures
|
$
|
2,075
|
|
|
$
|
3,909
|
|
|
|
|
|
||||
Capital expenditures included in total related to:
|
|
|
|
||||
Commercial services
|
$
|
338
|
|
|
$
|
625
|
|
Transition (f)
|
$
|
111
|
|
|
$
|
164
|
|
(a)
|
Customer premise equipment includes costs incurred at the customer residence to secure new customers and revenue generating units. It also includes customer installation costs and customer premise equipment (e.g., set-top boxes and cable modems).
|
(b)
|
Scalable infrastructure includes costs not related to customer premise equipment, to secure growth of new customers and revenue generating units, or provide service enhancements (e.g., headend equipment).
|
(c)
|
Line extensions include network costs associated with entering new service areas (e.g., fiber/coaxial cable, amplifiers, electronic equipment, make-ready and design engineering).
|
(d)
|
Upgrade/rebuild includes costs to modify or replace existing fiber/coaxial cable networks, including betterments.
|
(e)
|
Support capital includes costs associated with the replacement or enhancement of non-network assets due to technological and physical obsolescence (e.g., non-network equipment, land, buildings and vehicles).
|
(f)
|
Transition represents incremental costs incurred to integrate the Legacy TWC and Legacy Bright House operations and to bring the three companies' systems and processes into a uniform operating structure.
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed-Rate
|
$
|
—
|
|
|
$
|
2,000
|
|
|
$
|
3,250
|
|
|
$
|
3,500
|
|
|
$
|
2,200
|
|
|
$
|
42,011
|
|
|
$
|
52,961
|
|
|
$
|
58,470
|
|
Average Interest Rate
|
—
|
%
|
|
6.75
|
%
|
|
8.44
|
%
|
|
4.19
|
%
|
|
4.32
|
%
|
|
5.76
|
%
|
|
5.80
|
%
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable Rate
|
$
|
98
|
|
|
$
|
197
|
|
|
$
|
296
|
|
|
$
|
1,716
|
|
|
$
|
2,928
|
|
|
$
|
3,582
|
|
|
$
|
8,817
|
|
|
$
|
8,836
|
|
Average Interest Rate
|
3.17
|
%
|
|
3.63
|
%
|
|
3.92
|
%
|
|
4.28
|
%
|
|
4.31
|
%
|
|
4.83
|
%
|
|
4.47
|
%
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest Rate Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Variable to Fixed-Rate
|
$
|
850
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
850
|
|
|
$
|
1
|
|
Average Pay Rate
|
3.84
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
3.84
|
%
|
|
|
|||||||||
Average Receive Rate
|
3.76
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
3.76
|
%
|
|
|
Period
|
Total Number of Shares Purchased
(1)
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(2)
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(2)
|
April 1 - 30, 2017
|
2,089,081
|
$332.87
|
2,050,849
|
$1,173
|
May 1 - 31, 2017
|
3,900,104
|
$328.16
|
3,866,752
|
$2,787
|
June 1 - 30, 2017
|
4,053,303
|
$339.20
|
4,035,668
|
$1,652
|
(1)
|
Includes 38,232, 33,352 and 17,635 shares withheld from employees for the payment of taxes and exercise costs upon the exercise of stock options or vesting of other equity awards for the months of April, May and June 2017, respectively.
|
(2)
|
During the
three
months ended
June 30, 2017
, Charter purchased approximately
10.0 million
shares of its Class A common stock for approximately
$3.3 billion
. As of July 25, 2017, Charter had remaining board authority to purchase an additional
$3.0 billion
of Charter’s Class A common stock without taking into account shares or units that may be purchased from A/N. In December 2016, Charter and A/N entered into the Letter Agreement that requires A/N to sell to Charter or to Charter Holdings, on a monthly basis, a number of shares of Charter Class A common stock or Charter Holdings common units that represents a pro rata participation by A/N and its affiliates in any repurchases of shares of Charter Class A common stock from persons other than A/N effected by Charter during the immediately preceding calendar month, at a purchase price equal to the average price paid by Charter for the shares repurchased from persons other than A/N during such immediately preceding calendar month. A/N and Charter both have the right to terminate or suspend the pro rata repurchase arrangement on a prospective basis once Charter or Charter Holdings have repurchased shares of Class A common stock or Charter Holdings common units from A/N and its affiliates for an aggregate purchase price of
$537 million
which threshold has been reached. Charter Holdings purchased from A/N
1.2 million
Charter Holdings common units at an average price per unit of
$326.50
, or
$402 million
during the
three
months ended
June 30, 2017
. In addition to open market purchases including pursuant to Rule 10b5-1 plans adopted from time to time, Charter may also buy shares of Charter Class A common stock, from time to time, pursuant to private transactions outside of its Rule 10b5-1 plan and any such repurchases would also trigger the repurchases from A/N pursuant to and to the extent provided in the Letter Agreement.
|
|
|
CHARTER COMMUNICATIONS, INC.,
|
||
|
|
Registrant
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ Kevin D. Howard
|
|
|
|
|
Kevin D. Howard
|
|
|
|
|
Senior Vice President - Finance, Controller and
|
Date: July 27, 2017
|
|
|
|
Chief Accounting Officer
|
Exhibit
|
|
Description
|
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
32.2*
|
|
|
101**
|
|
The following financial statements from Charter Communications, Inc.’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2017, filed with the Securities and Exchange Commission on July 27, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows; and (vi) the Notes to the Consolidated Financial Statements.
|
*
|
Filed herewith.
|
**
|
This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (15 U.S.C. 78r) or otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or Securities Exchange Act, except to the extent that the company specifically incorporates it by reference.
|
1 Year Charter Communications Chart |
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