UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 10-Q

______________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From to


Commission File Number:			001-37789
			333-112593-01

CCO Holdings, LLC

CCO Holdings Capital Corp.

(Exact name of registrant as specified in its charter)


Delaware			86-1067239
Delaware			20-0257904
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

400 Washington Blvd.	Stamford	Connecticut	06902
(Address of Principal Executive Offices)			(Zip Code)

(203) 905-7801

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

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

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

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

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

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

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

All of the issued and outstanding shares of capital stock of CCO Holdings Capital Corp. are held by CCO Holdings, LLC. All of the limited liability company membership interests of CCO Holdings, LLC are held by CCH I Holdings, LLC (an indirect subsidiary of Charter Communications, Inc., a reporting company under the Exchange Act). There is no public trading market for any of the aforementioned limited liability company membership interests or shares of capital stock.

CCO Holdings, LLC and CCO Holdings Capital Corp. meet the conditions set forth in General Instruction I(1)(a) and (b) to Form 10-K and are therefore filing with the reduced disclosure format.

Number of shares of common stock of CCO Holdings Capital Corporation outstanding as of ~~March~~June 3130, 2026: 1

CCO HOLDINGS, LLC

CCO HOLDINGS CAPITAL CORP.

QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED ~~MARCH~~JUNE 3130, 2026

TABLE OF CONTENTS

		Page No.
PART I	FINANCIAL INFORMATION
Item 1	Financial Statements ‑ CCO Holdings, LLC and Subsidiaries
	Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	1
	Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025	1
	Consolidated Statements of Operations
	for the three months ended March 31, 2026 and 2025	2
	for the three and six months ended June 30, 2026 and 2025	2
	Consolidated Statements of Changes in Member's Equity
	for the three months ended March 31, 2026 and 2025	3
	for the three and six months ended June 30, 2026 and 2025	3
	Consolidated Statements of Cash Flows
	for the three months ended March 31, 2026 and 2025	4
	for the six months ended June 30, 2026 and 2025	4
	Notes to Consolidated Financial Statements	5
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	1112
Item 3	Quantitative and Qualitative Disclosure About Market Risk	2426
Item 4	Controls and Procedures	2426
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	2627
Item 1A	Risk Factors	2627
Item 6	Exhibits	2627
Signatures		S-1
Exhibit Index		E-1

This quarterly report on Form 10-Q is for the three and six months ended ~~March~~June 3130, 2026. The United States Securities and Exchange Commission (“SEC”) allows us to “incorporate by reference” information that we file with the SEC, which means that we can disclose important information to you by referring you directly to those documents. In this quarterly report, “CCO Holdings,” “we,” “us” and “our” refer to CCO Holdings, LLC and its subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, 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 including, without limitation, the forward-looking statements set forth in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this quarterly report. Although we believe that our plans, intentions and expectations as reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under “Risk Factors” in Part I, Item 1A of our most recent Form 10-K filed with the SEC. Many of the forward-looking statements contained in this quarterly report may be identified by the use of forward-looking words such as “believe,” “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 quarterly report are set forth in this quarterly report on Form 10-Q, in our annual report on Form 10-K, and in other reports or documents that we file from time to time with the SEC, and include, but are not limited to:

•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 Communications, Inc. 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 Communications, Inc. 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 quarterly report.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

CCO HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in millions)

	March 31,2026		December 31,2025
	June 30,2026		December 31,2025
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	~~246~~285	$	218
Accounts receivable, less allowance for doubtful accounts of $219 and $219, respectively	3,439		3,457
Accounts receivable, less allowance for doubtful accounts of $238 and $219, respectively	3,580		3,457
Receivables from related party	77—		74
Prepaid expenses and other current assets	~~828~~739		780
Total current assets	4,~~590~~604		4,529
INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net of accumulated depreciation of $41,399 and $41,311, respectively	46,359		45,599
Property, plant and equipment, net of accumulated depreciation of $41,770 and $41,311, respectively	47,114		45,599
Customer relationships, net of accumulated amortization of $17,991 and $17,875, respectively	324		440
Customer relationships, net of accumulated amortization of $18,078 and $17,875, respectively	238		440
Franchises	67,471		67,471
Goodwill	29,710		29,710
Total investment in cable properties, net	~~143~~144,~~864~~533		143,220
OTHER NONCURRENT ASSETS	4,~~216~~302		4,233
Total assets	$	~~152~~153,~~670~~439	$	151,982
LIABILITIES AND MEMBER’S EQUITY
CURRENT LIABILITIES:
Accounts payable, accrued and other current liabilities	$	11,~~581~~859	$	11,643
Current portion of long-term debt	—		750
Payables to related party	10		—
Total current liabilities	11,581		12,393
Current portion of long-term debt	999		750
LONG-TERM DEBT	94,414		94,006
Total current liabilities	12,868		12,393
LONG-TERM DEBT	92,960		94,006
EQUIPMENT INSTALLMENT PLAN FINANCING FACILITY	1,596		1,447
DEFERRED INCOME TAXES	6768		67
OTHER LONG-TERM LIABILITIES	3,~~387~~342		3,362
MEMBER’S EQUITY:
CCO Holdings member's equity	4142,~~600~~580		40,682
Noncontrolling interests	25		25
Total member’s equity	4142,~~625~~605		40,707
Total liabilities and member’s equity	$	~~152~~153,~~670~~439	$	151,982

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

CCO HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in millions)

Unaudited

			Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
REVENUES	$	13,526	$	13,766	$	1327,~~597~~123	$	1327,~~735~~501
COSTS AND EXPENSES:
Operating costs and expenses (exclusive of items shown separately below)	8,236		8,255		816,~~182~~418		816,~~219~~474
Depreciation and amortization	2,189		2,169		24,~~204~~393		24,~~173~~342
Other operating expenses, net	51		86		1566		~~123~~209
					10,401		10,515
	10,476		10,510		20,877		21,025
Income from operations	3,050		3,256		36,~~196~~246		36,~~220~~476
OTHER INCOME (EXPENSES):
Interest expense, net	(1,270)		(1,254)		(12,~~245~~515)		(12,~~231~~485)
Other expenses, net					(130)		(142)
Other income (expenses), net	209		(57)		79		(199)
					(1,375)		(1,373)
	(1,061)		(1,311)		(2,436)		(2,684)
Income before income taxes	1,989		1,945		13,~~821~~810		13,~~847~~792
Income tax expense	(16)		(15)		(1430)		(924)
Consolidated net income	1,973		1,930		13,~~807~~780		13,~~838~~768
Less: Net income attributable to noncontrolling interests	—		—		(1)		(1)
Net income attributable to CCO Holdings member	$	1,973	$	1,930	$	13,~~806~~779	$	13,~~837~~767

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

CCO HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER’S EQUITY

(dollars in millions)

Unaudited

	CCO Holdings Member’s Equity		Noncontrolling Interests		Total Member’s Equity
BALANCE, December 31, 2025	$	40,682	$	25	$	40,707
Consolidated net income	1,806		1		1,807
Stock compensation expense	203		—		203
Contributions from parent	6		—		6
Distributions to parent	(1,097)		—		(1,097)
Distributions to noncontrolling interest	—		(1)		(1)
BALANCE, March 31, 2026	$41,600	~~41,600~~	$25	25	$41,625	~~41,625~~
Consolidated net income	1,973		—		1,973
Stock compensation expense	138		—		138
Contributions from parent	232		—		232
Distributions to parent	(1,363)		—		(1,363)
Distributions to noncontrolling interest	—		—		—
BALANCE, June 30, 2026	$	42,580	$	25	$	42,605

	CCO Holdings Member’s Equity		Noncontrolling Interests		Total Member’s Equity
BALANCE, December 31, 2024	$	39,235	$	26	$	39,261
Consolidated net income	1,837		1		1,838
Stock compensation expense	222		—		222
Contributions from parent	4		—		4
Distributions to parent	(882)		—		(882)
Distributions to noncontrolling interest	—		(2)		(2)
BALANCE, March 31, 2025	$40,416	~~40,416~~	$25	25	$40,441	~~40,441~~
Consolidated net income	1,930		—		1,930
Stock compensation expense	157		—		157
Contributions from parent	56		—		56
Distributions to parent	(2,474)		—		(2,474)
Distributions to noncontrolling interest	—		—		—
BALANCE, June 30, 2025	$	40,085	$	25	$	40,110

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

CCO HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in millions)

Unaudited

	Three Months Ended March 31,
	Six Months Ended June 30,
	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income	$	13,~~807~~780	$	13,~~838~~768
Adjustments to reconcile consolidated net income to net cash flows from operating activities:
Depreciation and amortization	24,~~204~~393		24,~~173~~342
Stock compensation expense	~~203~~341		~~222~~379
Noncash interest, net	12		35
Other, net	132		233
Deferred income taxes	1		—
Other, net	(77)		304
Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
Accounts receivable	18(123)		(43288)
Prepaid expenses and other assets	(98125)		(~~230~~133)
Accounts payable, accrued liabilities and other	8892		88116
Receivables from and payables to related party	~~(4)~~83		7(18)
Net cash flows from operating activities	48,~~351~~367		48,~~291~~475
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(25,~~855~~713)		(25,~~399~~273)
Change in accrued expenses related to capital expenditures	(77162)		~~(273)~~47
Other, net	(4286)		(~~119~~166)
Net cash flows from investing activities	(25,~~974~~961)		(25,~~791~~392)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt	711,~~216~~610		15,~~393~~116
Borrowings of equipment installment plan financing facility	148		~~121~~233
Repayments of long-term debt	(712,~~499~~108)		(14,~~609~~793)
Payments for debt issuance costs	(30)		—(1)
Distributions to parent	(12,~~097~~460)		(~~882~~3,356)
Contributions from parent	6238		460
Distributions to noncontrolling interest	(1)		(2)
Other, net	~~(108)~~233		(~~164~~192)
Net cash flows from financing activities	(12,~~365~~370)		(12,~~139~~935)
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	1236		~~361~~148
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	339		301
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	~~351~~375	$	~~662~~449
CASH PAID FOR INTEREST	$	12,~~060~~493	$	~~992~~2,426

As of ~~March~~June 3130, 2026, December 31, 2025, ~~March~~June 3130, 2025 and December 31, 2024, cash, cash equivalents and restricted cash includes $~~105~~90 million, $121 million, $7043 million and $47 million of restricted cash included in prepaid expenses and other current assets in the consolidated balance sheets, respectively.

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

CCO HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except where indicated)

1. Organization and Basis of Presentation

Organization

CCO Holdings, LLC (together with its subsidiaries, “CCO Holdings,” or the “Company”) is a leading broadband connectivity company with services available to homes and small to large businesses through its Spectrum® brand. The Company 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 the Company’s 100% U.S.-based employees, the Company offers Seamless Connectivity and Entertainment with Spectrum Internet®, Mobile, TV and Voice products.

CCO Holdings is a holding company whose principal assets are the equity interests in its operating subsidiaries. CCO Holdings is a direct subsidiary of CCH I Holdings, LLC, which is an indirect subsidiary of Charter Communications, Inc. (“Charter”), Charter Communications Holdings, LLC (“Charter Holdings”) and Spectrum Management Holding Company, LLC (“Spectrum Management”). All of the outstanding capital stock of CCO Holdings Capital Corp. is owned by CCO Holdings. The consolidated financial statements include the accounts of CCO Holdings and all of its subsidiaries where the underlying operations reside. All significant intercompany accounts and transactions among consolidated entities have been eliminated. Charter, Charter Holdings and Spectrum Management have performed financing, cash management, treasury and other services for CCO Holdings on a centralized basis. Changes in member’s equity in the consolidated balance sheets related to these activities have been considered cash receipts (contributions) and payments (distributions) for purposes of the consolidated statements of cash flows and are reflected in financing activities.

Basis of Presentation

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

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

Comprehensive income equaled net income attributable to CCO Holdings member for the three and six months ended ~~March~~June 3130, 2026 and 2025.

2. Mergers and Acquisitions

On May 16, 2025, Charter, Charter Holdings, and Cox Enterprises, Inc. (“Cox Enterprises”) entered into a Transaction Agreement (the “Transaction Agreement”) pursuant to which (i) Cox Enterprises will sell and transfer to Charter 100% of the equity interests of certain subsidiaries of Cox Communications, Inc. (“Cox Communications”) that conduct Cox Communications’ commercial fiber and managed IT and cloud services businesses (the “Equity Sale”), (ii) Cox Enterprises will contribute the equity interests of Cox Communications and certain other assets (other than certain excluded assets) primarily related to Cox Communications’ residential cable business to Charter Holdings (the “Contribution”), and (iii) Cox Enterprises will pay $1.00 to Charter (collectively, the “Cox Transactions”). Under the Transaction Agreement, Charter and Cox Enterprises may designate one or more wholly owned subsidiaries to take actions with respect to Charter and Cox Enterprises, respectively.

CCO HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except where indicated)

Pursuant to the Transaction Agreement, at the closing of the Cox Transactions:

•in consideration of the Equity Sale, Charter will pay $3.5 billion in cash to Cox Enterprises;

•in consideration of the Contribution, Charter Holdings will (i) pay to Cox Enterprises $650 million in cash and (ii) issue to Cox Enterprises convertible preferred units of Charter Holdings with an aggregate liquidation preference of $6.0 billion, which will pay a 6.875% dividend per annum, and approximately 33.6 million Charter Holdings common units. The Charter Holdings convertible preferred units will be convertible into Charter Holdings common units, with an initial conversion price of $477.41, subject to certain adjustments. The Charter Holdings common units will be exchangeable by the holder, in certain circumstances, for cash or, at the election of Charter, Charter Class A common stock on a one-for-one basis, subject to certain adjustments; and

•in consideration of the $1.00 payment from Cox Enterprises to Charter, Charter will issue to Cox Enterprises one share of the newly created Charter Class C common stock. The Charter Class C common stock will be equivalent, economically, to the outstanding Charter Class A common stock and the Charter Class B common stock but will have a number of votes per share that reflect the voting power of the Charter Holdings common units and the Charter Holdings convertible preferred units held by Cox Enterprises on an as-converted, as-exchanged basis.

The combined entity will assume Cox Communications’ approximately $12.4 billion in outstanding net debt and finance leases.

3. Accounts Payable, Accrued and Other Current Liabilities

Accounts payable, accrued and other current liabilities consist of the following as of ~~March~~June 3130, 2026 and December 31, 2025:

	March 31, 2026		December 31, 2025
	June 30, 2026		December 31, 2025
Accounts payable – trade	$	~~994~~1,021	$	995
Deferred revenue	~~456~~428		422
Accrued and other current liabilities:
Programming costs	1,~~608~~581		1,575
Labor	1,~~120~~298		1,356
Capital expenditures	3,~~239~~162		3,296
Interest	1,~~448~~279		1,259
Short-term borrowings	~~812~~1,155		918
Other	1,~~904~~935		1,822
	$	11,~~581~~859	$	11,643

Under a supply chain finance program, the Company has agreements with third parties that allow its participating vendors to finance payment obligations from the Company with designated third-party financial institutions who act as its paying agent. As a result, the Company has generally extended its payment terms with vendors. A participating vendor may request a participating financial institution to finance one or more of the Company's payment obligations to such vendor prior to the scheduled due date thereof priced at a ~~discounted~~discount ~~price~~to the original payment obligation from the Company. The Company is not required to provide collateral to the financial institutions. The Company's obligations to participating vendors, including amounts due and scheduled payment dates, are not impacted by the vendors’ decisions to finance amounts due under these financing arrangements. The Company's outstanding payment obligations to participating vendors were $~~672~~725 million and $735 million as of ~~March~~June 3130, 2026 and December 31, 2025, respectively, and are included in accounts payable - trade and accrued capital expenditures above. Cash outflows to the financial institutions are classified as cash flows from operating and investing activities.

Under a deferred payment program, the Company has agreements with third parties to pay certain invoices when due, and the Company pays the third parties at a later date, the invoice amount plus interest. The Company's outstanding payment obligation to participating vendors under the deferred payment plan was $~~812~~1.2 ~~million~~billion and $918 million as of ~~March~~June 3130, 2026 and ~~December 31, 2025, respectively, and is included in short-term borrowings. Cash outflows to the financial institutions are classified as cash flows from financing activities.~~

CCO HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except where indicated)

December 31, 2025, respectively, and is included in short-term borrowings. Cash outflows to the financial institutions are classified as cash flows from financing activities.

4. Total Debt

A summary of our debt as of ~~March~~June 3130, 2026 and December 31, 2025 is as follows:

	March 31, 2026						December 31, 2025
	June 30, 2026						December 31, 2025
	Principal Amount		Carrying Value		Fair Value		Principal Amount		Carrying Value		Fair Value
Senior unsecured notes	$	2726,~~250~~734	$	2726,~~174~~663	$	2524,~~527~~931	$	27,250	$	27,197	$	25,634
Senior secured notes and debentures(a)	5554,~~387~~658		5554,~~620~~886		4746,~~245~~451		55,418		55,658		48,030
Credit facilities(b)	1112,~~665~~453		1112,~~620~~410		1112,~~471~~168		11,949		11,901		11,803
	$	9493,~~302~~845	$	9493,~~414~~959	$	8483,~~243~~550	$	94,617	$	94,756	$	85,467

(a)Includes the Company's £625 million fixed-rate British pound sterling denominated notes (the “Sterling Notes”) (remeasured at $~~827~~829 million and $842 million as of ~~March~~June 3130, 2026 and December 31, 2025, respectively, using the exchange rate at the respective dates) and the Company's £650 million aggregate principal amount of Sterling Notes (remeasured at $~~860~~862 million and $876 million as of ~~March~~June 3130, 2026 and December 31, 2025, respectively, using the exchange rate at the respective dates).

(b)The Company has availability under the Charter Communications Operating, LLC ("Charter Operating") credit facilities of approximately $43.67 billion as of ~~March~~June 3130, 2026.

The estimated fair value of the Company’s senior unsecured and secured notes and debentures as of ~~March~~June 3130, 2026 and December 31, 2025 is based on quoted market prices in active markets and is classified within Level 1 of the valuation hierarchy, while the estimated fair value of the Company’s credit facilities is based on quoted market prices in inactive markets and is classified within Level 2.

In February 2026, CCO Holdings and CCO Holdings Capital Corp. redeemed $750 million in aggregate principal amount of the outstanding 5.500% senior notes due 2026 and $2.25 billion in aggregate principal amount of the outstanding 5.125% senior notes due 2027. The transactions resulted in a loss on extinguishment of debt of approximately $4 million during the ~~three~~six months ended ~~March~~June 3130, 2026 recorded in other income (expenses), net in the consolidated statement of operations.

During the three and six months ended June 30, 2026, the Company repurchased $1.2 billion in aggregate principal amount of various series of notes under an open market repurchase program. The transactions resulted in a gain on extinguishment of debt of approximately $243 million during the three and six months ended June 30, 2026 recorded in other income (expenses), net in the consolidated statement of operations.

5. Equipment Installment Plan Financing Facility

CCO EIP Financing, LLC (the “SPV Borrower”), a bankruptcy remote special purpose vehicle and consolidated subsidiary of the Company, is the borrower of a senior secured revolving credit facility to finance the purchase of equipment installment plan receivables (“EIP Receivables”) with a number of financial institutions (the “EIP Financing Facility”).

The revolving credit facility under the EIP Financing Facility bears interest on the outstanding borrowings based on lenders’ cost of funds plus an applicable margin and was 4.8582% and 5.14% as of ~~March~~June 3130, 2026 and December 31, 2025, respectively. The EIP Financing Facility has a final maturity date of November 3, 2029, comprised of a twelve-month revolving loan period subject to renewal, and if not renewed, cash flows on EIP Receivables are applied to amortize the loan which may occur over a period of up to three years. SPV Borrower may borrow up to $2.0 billion under the EIP Financing Facility. As of ~~March~~June 3130, 2026 and December 31, 2025, the carrying value of the EIP Financing Facility was $1.6 billion and $1.4 billion, respectively, and is included in the Company’s consolidated balance sheets.

The SPV Borrower’s sole business consists of the purchase or acceptance through capital contributions of the EIP Receivables from Spectrum Mobile Equipment, LLC, (the sole direct parent entity of SPV Borrower that originates the EIP Receivables) and the subsequent retransfer of or granting of a security interest in such EIP Receivables to the administrative agent under the EIP Financing Facility. The SPV Borrower is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of the SPV Borrower’s assets prior to any assets or value in the SPV Borrower becoming available to the SPV Borrower’s equity holders, and the assets of the SPV Borrower are not available to pay creditors of any other affiliate of the Company.

CCO HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except where indicated)

~~The~~and ~~EIP~~the ~~Financing~~subsequent ~~Facility~~retransfer isof ~~accounted~~or ~~for~~granting onof a ~~consolidated~~security ~~basis~~interest asin asuch ~~secured~~EIP ~~borrowing.~~Receivables Asto ofthe ~~March 31,~~administrative ~~2026~~agent ~~and~~under ~~December 31,~~the ~~2025, pledged~~ EIP ~~Receivables~~Financing ~~with an unpaid principal balance of $2~~Facility.~~2 billion~~ The ~~included~~SPV inBorrower ~~accounts~~is ~~receivable,~~a ~~net~~separate ~~and~~legal ~~other~~entity ~~noncurrent~~with ~~assets,~~its ~~and~~own ~~restricted~~separate ~~cash~~creditors ofwho ~~$105~~will ~~million~~be ~~and~~entitled, ~~$121~~upon ~~million,~~its ~~respectively~~liquidation, ~~included~~to inbe ~~prepaid~~satisfied ~~expenses~~out ~~and~~of ~~other current assets, are held by~~ the SPV Borrower ~~and reflected in the Company~~’s ~~consolidated~~assets ~~balance~~prior ~~sheets.~~to ~~Receipts~~any ~~from~~assets ~~mobile~~or ~~customers~~value ~~related~~in to the ~~underlying~~SPV ~~EIP~~Borrower ~~Receivables~~becoming ~~are~~available ~~reflected~~to asthe ~~cash~~SPV ~~flows~~Borrower’s ~~from~~equity ~~operating~~holders, ~~activities~~ and ~~borrowings~~the ~~and~~assets ~~repayments~~of ~~under~~ the ~~EIP~~SPV ~~Financing~~Borrower ~~Facility~~ are ~~reflected~~not asavailable ~~cash~~to ~~flows~~pay ~~from~~creditors ~~financing~~of ~~activities~~any inother ~~the~~affiliate ~~Company’s consolidated statements~~ of ~~cash~~the ~~flows~~Company.

The EIP Financing Facility is accounted for on a consolidated basis as a secured borrowing. As of June 30, 2026 and December 31, 2025, pledged EIP Receivables with an unpaid principal balance of $2.3 billion and $2.2 billion, respectively, included in accounts receivable, net and other noncurrent assets, and restricted cash of $90 million and $121 million, respectively, included in prepaid expenses and other current assets, are held by the SPV Borrower and reflected in the Company’s consolidated balance sheets. Receipts from mobile customers related to the underlying EIP Receivables are reflected as cash flows from operating activities and borrowings and repayments under the EIP Financing Facility are reflected as cash flows from financing activities in the Company’s consolidated statements of cash flows.

6. Accounting for Derivative Instruments and Hedging Activities

Cross-currency derivative instruments are used to manage foreign exchange risk on the Sterling Notes by effectively converting £1.275 billion aggregate principal amount of fixed-rate British pound sterling denominated debt, including annual interest payments and the payment of principal at maturity, to fixed-rate U.S. dollar denominated debt. The fair value of the Company's cross-currency derivatives, which are classified within Level 2 of the valuation hierarchy, was $~~483~~442 million and $406 million and is included in other long-term liabilities on its consolidated balance sheets as of ~~March~~June 3130, 2026 and December 31, 2025, respectively.

The effect of financial instruments are recorded in other income (expenses), net in the consolidated statements of operations and consisted of the following.

			Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Change in fair value of cross-currency derivative instruments	$	41	$	124	$	(7635)	$	~~(13)~~111
Foreign currency remeasurement of Sterling Notes to U.S. dollars	(4)		(104)		3127		(52156)
Loss on financial instruments, net					$	(45)	$	(65)
Gain (loss) on financial instruments, net	$	37	$	20	$	(8)	$	(45)

7. Revenues

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

	Three Months Ended March 31,
		2026		2025
Internet		$	5,852	$	5,930
Mobile service		1,052		914
Connectivity		6,904		6,844
Video		3,252		3,580
Voice		338		356
Residential revenue		10,494		10,780
Small business		1,090		1,088
Mid-market & large business		749		734
Commercial revenue		1,839		1,822
Advertising sales		358		340
Other		906		793
		$	13,597	$	13,735

As of each March 31, 2026 and December 31, 2025, accounts receivable, net on the consolidated balance sheets includes approximately $1.3 billion of current equipment installment plan receivables and other noncurrent assets includes approximately $1.1 billion of noncurrent equipment installment plan receivables.

CCO HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except where indicated)

7. Revenues

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Internet	$	5,776	$	5,969	$	11,628	$	11,899
Mobile service	1,095		921		2,147		1,835
Connectivity	6,871		6,890		13,775		13,734
Video	3,149		3,488		6,401		7,068
Voice	331		346		669		702
Residential revenue	10,351		10,724		20,845		21,504

Small business	1,104		1,096		2,194		2,184
Mid-market & large business	761		740		1,510		1,474
Commercial revenue	1,865		1,836		3,704		3,658

Advertising sales	416		371		774		711
Other	894		835		1,800		1,628
	$	13,526	$	13,766	$	27,123	$	27,501

As of June 30, 2026 and December 31, 2025, accounts receivable, net on the consolidated balance sheets includes approximately $1.4 billion and $1.3 billion of current equipment installment plan receivables, respectively, and other noncurrent assets includes approximately $1.2 billion and $1.1 billion of noncurrent equipment installment plan receivables, respectively.

8. Segment Reporting

The Company’s operations are managed and reported to its Chief Executive Officer (“CEO”), the Company’s chief operating decision maker (“CODM”), on a consolidated basis. The Company provides broadband connectivity services with all of its services delivered to customers over an advanced communications network. The CODM assesses performance and allocates resources based on the Company’s consolidated statements of operations, as the converged network requires the CODM to manage and evaluate the results of the business in a consolidated manner to drive efficiencies and develop uniform strategies. Accordingly, key components and processes of the Company’s operations are managed centrally, including contracting for programming, capital and new technology development and deployment, plant engineering, customer service, marketing, legal and government affairs. Segment asset information is not used by the CODM to allocate resources. Under this organizational and reporting structure, the Company has one reportable segment.

As a single reportable segment entity, the Company’s segment performance measure is net income attributable to Charter shareholders. See Note 7 for a description of the Company's disaggregated revenues by product line. Significant segment expenses are presented in the Company’s consolidated statements of operations. Additional disaggregated significant segment ~~expenses on a functional basis, that are not separately presented on the Company’s consolidated statements of operations, are presented below.~~

Operating Costs and Expenses

	Three Months Ended March 31,
		2026		2025
Programming		$	2,088	$	2,302
Other costs of revenue		1,765		1,584
Field and technology operations		1,258		1,282
Customer operations		766		772
Marketing and residential sales		919		949
Stock compensation expense (see Note 9)		203		222
Transition expenses		24		—
Other expense		1,159		1,108
		$	8,182	$	8,219

Programming costs consist primarily of costs paid to programmers for basic, premium, video on demand and pay-per-view programming. Other costs of revenue include costs directly related to providing Internet, mobile, video and voice services including mobile device costs, payments to franchise and regulatory authorities, payments for sports, local and news content produced by the Company and direct costs associated with selling advertising. Also included in other costs of revenue are content acquisition costs for the Los Angeles Lakers’ basketball games and Los Angeles Dodgers’ baseball games, which are recorded as games are exhibited over the contract period. Field and technology operations costs include indirect costs incurred to manage the Company's inside and outside cable network, including labor for the non-capitalizable portion of customer installations and service and repairs. Customer operations costs include call center labor costs for customer care, billing costs, bad debt expense, and collections. Marketing and residential sales costs represent the costs of marketing residential and business Internet, mobile, video and voice services and costs to sell to current and potential non-bulk residential customers, including labor cost. Transition expenses represent incremental costs incurred to prepare for the integration of the Cox Transactions’ operations and to bring systems and processes into a uniform operating structure. See Note 2. Other expense includes corporate overhead costs, as well as certain indirect costs associated with Spectrum Business, Spectrum Reach, Spectrum Networks and Spectrum Community Solutions, including related sales expenses.

CCO HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except where indicated)

expenses on a functional basis, that are not separately presented on the Company’s consolidated statements of operations, are presented below.

Operating Costs and Expenses


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Programming	$	2,035	$	2,253	$	4,123	$	4,555
Other costs of revenue	1,837		1,651		3,602		3,235
Field and technology operations	1,313		1,292		2,571		2,574
Customer operations	785		777		1,551		1,549
Marketing and residential sales	927		958		1,846		1,907
Stock compensation expense (see Note 9)	138		157		341		379
Transition expenses	65		—		89		—
Other expense	1,136		1,167		2,295		2,275
	$	8,236	$	8,255	$	16,418	$	16,474

Programming costs consist primarily of costs paid to programmers for basic, premium, video on demand and pay-per-view programming. Other costs of revenue include costs directly related to providing Internet, mobile, video and voice services including mobile device costs, payments to franchise and regulatory authorities, payments for sports, local and news content produced by the Company and direct costs associated with selling advertising. Also included in other costs of revenue are content acquisition costs for the Los Angeles Lakers’ basketball games and Los Angeles Dodgers’ baseball games, which are recorded as games are exhibited over the contract period. Field and technology operations costs include indirect costs incurred to manage the Company's inside and outside cable network, including labor for the non-capitalizable portion of customer installations and service and repairs. Customer operations costs include call center labor costs for customer care, billing costs, bad debt expense, and collections. Marketing and residential sales costs represent the costs of marketing residential and business Internet, mobile, video and voice services and costs to sell to current and potential non-bulk residential customers, including labor cost. Transition expenses represent incremental costs incurred to prepare for the integration of Cox Communications’ operations and to bring systems and processes into a uniform operating structure. See Note 2. Other expense includes corporate overhead costs, as well as certain indirect costs associated with Spectrum Business, Spectrum Reach, Spectrum Networks and Spectrum Community Solutions, including related sales expenses.

Other Operating Expenses, Net

			Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Special charges, net	$	43	$	29	$	~~(2)~~41	$	3260
Merger and acquisition costs	8		43		1523		—44
Loss on disposal of assets, net	—		14		2		91105
	$	51	$	86	$	1566	$	~~123~~209

Special charges, net primarily includes severance costs and net amounts of litigation settlements. Merger and acquisition costs ~~represents~~represent costs incurred primarily in connection with the Cox Transactions, such as advisory, legal and accounting fees, among others. Loss on disposal of assets, net includes a $90 million impairment on ~~the sale of~~ non-strategic assets during the ~~three~~six months ended ~~March~~June 3130, 2025.

~~Other Expenses, Net~~ 10

~~Other~~CCO ~~expenses~~HOLDINGS, ~~net~~LLC ~~consist~~AND ~~of the following for the periods presented:~~SUBSIDIARIES

	Three Months Ended March 31,
		2026		2025
Loss on equity investments, net		$	(81)	$	(77)
Loss on financial instruments, net (see Note 6)		(45)		(65)
Loss on extinguishment of debt (see Note 4)		(4)		—
		$	(130)	$	(142)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in millions, except where indicated)

Other Income (Expenses), Net

Other income (expenses), net consist of the following for the periods presented:


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Loss on equity investments, net	$	(71)	$	(77)	$	(152)	$	(154)
Gain (loss) on financial instruments, net (see Note 6)	37		20		(8)		(45)
Gain on extinguishment of debt, net (see Note 4)	243		—		239		—
	$	209	$	(57)	$	79	$	(199)

9. Stock Compensation Plans

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

Charter granted the following equity awards for the periods presented.

		Three Months Ended March 31,
	Three Months Ended June 30,		Six Months Ended June 30,
	2026	2025	2026	2025
Stock options	52,100	39,600	2,~~379~~431,~~000~~100	1,~~407~~447,~~700~~300
Restricted stock	15,000	11,500	15,300	—11,500
Restricted stock units	136,700	28,300	2,~~040~~177,~~600~~300	1,~~155~~183,~~200~~500

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

As of ~~March~~June 3130, 2026, total unrecognized compensation remaining to be recognized in future periods totaled $~~298~~253 million for stock options, $~~628~~549 million for restricted stock units and $0.3 million for restricted stock and the weighted average period over which they are expected to be recognized is two years for stock options and restricted stock units and ~~three~~ten months for restricted stock.

1011

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

General

CCO Holdings, LLC (“CCO Holdings”) is a holding company whose principal assets are the equity interests in its operating subsidiaries. CCO Holdings is a direct subsidiary of CCH I Holdings, LLC, which is an indirect subsidiary of Charter Communications, Inc. (“Charter”), Charter Communications Holdings, LLC (“Charter Holdings”) and Spectrum Management Holding Company, LLC. All of the outstanding capital stock of CCO Holdings Capital Corp. is owned by CCO Holdings. The consolidated financial statements include the accounts of CCO Holdings and all of its subsidiaries where the underlying operations reside. All significant intercompany accounts and transactions among consolidated entities have been eliminated

We are a leading broadband connectivity company with services available to nearly 59 million homes and small to large businesses across 41 states through our Spectrum brand. We have 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, we offer Seamless Connectivity and Entertainment with Spectrum Internet, Mobile, TV and Voice products.

The Cox Transactions

Pursuant to the Transaction Agreement, at the closing of the Cox Transactions (the “Closing”):

•in consideration of the Equity Sale, Charter will pay $3.5 billion in cash to Cox Enterprises;

The combined entity will assume Cox Communications’ approximately $12.4 billion in outstanding net debt and finance leases.

Overview

The competitive environment continued to challenge our Internet customer growth in the ~~first~~second quarter of 2026 ~~with~~and awe ~~loss~~lost ~~of 120~~172,000 Internet customers. Mobile lines grew by ~~368~~406,000 while video ~~and voice~~ customer losses improved versus the prior year period asdriven by improvements to our product offerings with customers ~~find~~finding value in bundling our seamless connectivity and entertainment products. Our core strategy is to deliver great products, at a great value, while continuously improving service. We remain focused on improving customer results through the power of our advanced fiber-powered network and cutting-edge connectivity products and services, and our simplified pricing and packaging strategy that better utilizes our seamless connectivity and entertainment products to offer lower promotional and persistent bundled pricing to drive growth. Our ~~Internet and mobile product bundles provide a~~

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Internet and mobile product bundles provide a differentiated connectivity experience by bringing together Spectrum Internet, Advanced WiFi and ~~Unlimited~~ Spectrum Mobile to offer consumers fast, reliable and secure online connections on their favorite devices at home and on the go in high-value packages. We have completed deals with major programmers to deliver better flexibility and greater value to our customers by including seamless entertainment applications with certain of our Spectrum TV packages at no additional cost. We offer the sale of these seamless entertainment applications to customers on an à la carte basis, and through our digital storefront, the Spectrum App Store, customers can easily activate, upgrade, buy and manage their streaming applications in one place. We also continue to develop other elements of our video product and are deploying Xumo stream boxes to new video customers.

Our customer commitments focus on reliable connectivity, transparency, exceptional service and always improving. By continually improving our product set and offering consumers the opportunity to save money by switching to our services, we believe we can continue to penetrate our expanding footprint and sell additional products to our existing customers. We see operational benefits from the targeted investments we made in employee wages and benefits to build employee skill sets and tenure, as well as the continued investments in digitization of our customer service platforms, all with the goal of improving the customer experience, reducing transactions and driving customer growth and retention.

We currently offer Spectrum Internet products with speeds up to 1 Gbps across our entire footprint and multi-gigabit data speeds in a portion of our footprint. Our network evolution initiative remains on track to deliver symmetrical and multi-gigabit speeds across our entire footprint with convergence everywhere we operate. We spent $~~427~~391 million and $818 million on our subsidized rural construction initiative during the three and six months ended ~~March~~June 3130, 2026, respectively, and activated approximately 89127,000 and 216,000 subsidized rural passings, respectively.

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

			Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2026		2025		% Change		2026		2025		% Change
Revenues	$	13,526	$	13,766	(1.7)	%	$	1327,~~597~~123	$	1327,~~735~~501	(1.04)	%
Adjusted EBITDA	$	5,428	$	5,668	(4.2)	%	$	511,~~618~~046	$	511,~~738~~406	(23.12)	%
Income from operations	$	3,050	$	3,256	(6.3)	%	$	36,~~196~~246	$	36,~~220~~476	(03.75)	%

Adjusted EBITDA is defined as net income attributable to CCO Holdings member plus net income attributable to noncontrolling interest, interest expense, net, 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. See “Use of Adjusted EBITDA and Free Cash Flow” for further information on Adjusted EBITDA and free cash flow.

Total revenues decreased $~~138~~240 million and $378 million during the three and six months ended ~~March~~June 3130, 2026, respectively, compared to the corresponding ~~period~~periods in 2025 primarily due to a higher seamless entertainment allocation and fewer customer relationships, partly offset by ~~growth~~mobile inline ~~connectivity revenue~~growth. Adjusted EBITDA ~~and~~decreased ~~income~~$240 ~~from~~million ~~operations~~and ~~were~~$360 ~~also~~million ~~negatively~~during ~~impacted~~the bythree ~~one-time~~and ~~favorable~~six ~~adjustments~~months ofended ~~$75~~June 30, ~~million~~2026, inrespectively, compared to the ~~first~~corresponding ~~quarter~~periods ofin 2025 primarily due to lower revenue and higher transition expenses incurred as we prepare to integrate Cox Communications. Income from operations was further impacted by a decrease in merger and acquisition costs.

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The following table summarizes our customer statistics for connectivity, Internet, mobile, video and voice as of ~~March~~June 3130, 2026 and 2025 (in thousands except per customer data and footnotes).

	Approximate as of
	March 31,
	June 30,
	2026 (a)		2025 (a)
Customer Relationships (b)
Residential	29,~~452~~276		29,~~914~~819
Small Business	2,~~231~~223		2,~~246~~241
Total Customer Relationships	31,~~683~~499		32,~~160~~060
Monthly Residential Revenue per Residential Customer (c)	$	~~118~~117.4452	$	~~120~~119.0770
Monthly Small Business Revenue per Small Business Customer (d)	$	~~162~~165.7127	$	~~161~~162.3191
Connectivity (e)
Residential	28,~~446~~306		28,~~758~~705
Small Business	2,~~074~~069		2,~~080~~076
Total Connectivity Customers	30,~~520~~375		30,~~838~~781
Internet
Residential	27,~~524~~358		27,~~979~~868
Small Business	2,~~036~~030		2,~~045~~040
Total Internet Customers	29,~~560~~388		3029,~~024~~908
Mobile Lines (f)
Residential	1112,~~714~~099		10,~~031~~502
Small Business	~~420~~441		~~334~~354
Total Mobile Lines	12,~~134~~540		10,~~365~~856
Video (g)
Residential	12,~~021~~010		12,~~160~~087
Small Business	~~524~~514		~~551~~544
Total Video Customers	12,~~545~~524		12,~~711~~631
Voice
Residential	4,~~665~~494		5,~~372~~161
Small Business	1,~~207~~200		1,~~234~~225
Total Voice Customers	5,~~872~~694		6,~~606~~386
Mid-Market & Large Business Primary Service Units ("PSUs") (h)	~~360~~364		~~344~~350

(a)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, as of ~~March~~June 3130, 2026 and 2025, customers include approximately 8784,~~600~~000 and 9299,~~200~~400 customers, respectively, whose accounts were over 60 days past due, approximately 710,~~800~~100 and 1011,~~700~~600 customers, respectively, whose accounts were over 90 days past due and approximately 13,~~600~~400 and 1718,~~000~~900 customers, respectively, whose accounts were over 120 days past due.

(b)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.

(c)Monthly residential revenue per residential customer is calculated as total residential quarterly revenue divided by three divided by average residential customer relationships during the respective quarter.

1314

(d)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.

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

(f)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.

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

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

Critical Accounting Policies and Estimates

For a discussion of our critical accounting policies and the means by which we develop estimates, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Annual Report on Form 10-K. There have been no material changes from the critical accounting policies described in our Form 10-K.

Based on our quantitative impairment analysis during the fourth quarter of 2025, the fair value of our franchise intangibles exceeded the carrying value by more than 10% in each unit of accounting. Considering the decline in Charter’s stock price during the quarter ending June 30, 2026, we continue to monitor factors that could impact the fair value of our franchises and goodwill. We do not view this recent decline as representing a fundamental change in the long-term results of our business. However, if the lower stock price persists, we may need to evaluate whether this market perception represents a sustained decline in the market value of our business and perform a quantitative impairment assessment to determine any potential impact on the carrying value of our franchises and goodwill.

Results of Operations

The following table sets forth the consolidated statements of operations for the periods presented (dollars in millions):

			Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Revenues	$	13,526	$	13,766	$	1327,~~597~~123	$	1327,~~735~~501
Costs and Expenses:
Operating costs and expenses (exclusive of items shown separately below)	8,236		8,255		816,~~182~~418		816,~~219~~474
Depreciation and amortization	2,189		2,169		24,~~204~~393		24,~~173~~342
Other operating expenses, net	51		86		1566		~~123~~209
					10,401		10,515
	10,476		10,510		20,877		21,025
Income from operations	3,050		3,256		36,~~196~~246		36,~~220~~476
Other Income (Expenses):
Interest expense, net	(1,270)		(1,254)		(12,~~245~~515)		(12,~~231~~485)
Other expenses, net					(130)		(142)
Other income (expenses), net	209		(57)		79		(199)
					(1,375)		(1,373)
	(1,061)		(1,311)		(2,436)		(2,684)
Income before income taxes	1,989		1,945		13,~~821~~810		13,~~847~~792
Income tax expense	(16)		(15)		(1430)		(924)
Consolidated net income	1,973		1,930		13,~~807~~780		13,~~838~~768
Less: Net income attributable to noncontrolling interests	—		—		(1)		(1)
Net income attributable to CCO Holdings member	$	1,973	$	1,930	$	13,~~806~~779	$	13,~~837~~767

Revenues. Total revenues decreased $~~138~~240 million and $378 million during the three and six months ended ~~March~~June 3130, 2026, respectively, compared to the corresponding ~~period~~periods in 2025. The decrease was primarily due to a higher seamless entertainment allocation and lower customer relationships, partly offset by ~~growth~~mobile inline ~~connectivity revenue~~growth.

1415

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

			Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2026		2025		% Change		2026		2025		% Change
Internet	$	5,776	$	5,969	(3.2)	%	$	511,~~852~~628	$	511,~~930~~899	(12.3)	%
Mobile service	1,095		921		18.9	%	12,~~052~~147		~~914~~1,835		1517.10	%
Connectivity	6,871		6,890		(0.3)	%	613,~~904~~775		613,~~844~~734		0.93	%
Video	3,149		3,488		(9.7)	%	36,~~252~~401		37,~~580~~068		(9.24)	%
Voice	331		346		(4.5)	%	~~338~~669		~~356~~702		(54.07)	%
Residential revenue	10,351		10,724		(3.5)	%	1020,~~494~~845		1021,~~780~~504		(23.71)	%
Small business	1,104		1,096		0.7	%	12,~~090~~194		12,~~088~~184		0.24	%
Mid-market & large business	761		740		2.8	%	~~749~~1,510		~~734~~1,474		2.14	%
Commercial revenue	1,865		1,836		1.5	%	13,~~839~~704		13,~~822~~658		1.02	%
Advertising sales	416		371		12.3	%	~~358~~774		~~340~~711		59.30	%
Other	894		835		7.1	%	~~906~~1,800		~~793~~1,628		1410.26	%
	$	13,526	$	13,766	(1.7)	%	$	1327,~~597~~123	$	1327,~~735~~501	(1.04)	%

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

			Three months ended March 31, 2026compared to three months ended March 31, 2025
	Three months ended June 30, 2026compared to three months ended June 30, 2025		Six months ended June 30, 2026compared to six months ended June 30, 2025
Decrease in average residential Internet customers	$	(104)	$	(87191)
Increase related to rate and product mix changes			9
Decrease related to rate	(89)		(80)
	$	(193)	$	(78271)

Residential Internet customers decreased by ~~455~~510,000 customers from ~~March~~June 3130, 2025 to ~~March~~June 3130, 2026. ~~The increase related to rate and product mix was primarily due to promotional rate step-ups, rate adjustments, and a favorable change in bundled revenue allocation.~~

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

			Three months ended March 31, 2026compared to three months ended March 31, 2025
	Three months ended June 30, 2026compared to three months ended June 30, 2025		Six months ended June 30, 2026compared to six months ended June 30, 2025
Increase in average residential mobile lines	$	147	$	~~164~~311
Decrease related to rate			(26)
Increase related to rate	27		1
	$	174	$	~~138~~312

Residential mobile lines increased by approximately 1.76 million mobile lines from ~~March~~June 3130, 2025 to ~~March~~June 3130, 2026. ~~The decrease related to rate was primarily due to less favorable bundled revenue allocation, partly offset by rate adjustments.~~

1516

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

			Three months ended March 31, 2026compared to three months ended March 31, 2025
	Three months ended June 30, 2026compared to three months ended June 30, 2025		Six months ended June 30, 2026compared to six months ended June 30, 2025
Increase in seamless entertainment allocation	$	(184)	$	(~~171~~355)
Decrease related to rate and product mix changes	(124)		(~~103~~227)
Decrease in average residential video customers	(31)		(5485)
	$	(339)	$	(~~328~~667)

Seamless entertainment allocation represents costs allocated to programmer streaming applications and netted within video revenue. The increase in seamless entertainment allocation is due to growth in seamless entertainment applications and higher activations. The decrease related to rate and product mix was primarily due to a higher mix of lower priced video packages within our video customer base and more unfavorable bundled revenue allocation, partly offset by promotional rate step-ups and video rate adjustments that pass-through programming rate increases. Residential video customers decreased by ~~139~~77,000 from ~~March~~June 3130, 2025 to ~~March~~June 3130, 2026.

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

			Three months ended March 31, 2026compared to three months ended March 31, 2025
	Three months ended June 30, 2026compared to three months ended June 30, 2025		Six months ended June 30, 2026compared to six months ended June 30, 2025
Decrease in average residential voice customers	$	(45)	$	(4994)
Increase related to rate adjustments	30		3161
	$	(15)	$	(1833)

Residential wireline voice customers decreased by ~~707~~667,000 customers from ~~March~~June 3130, 2025 to ~~March~~June 3130, 2026.

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

			Three months ended March 31, 2026compared to three months ended March 31, 2025
	Three months ended June 30, 2026compared to three months ended June 30, 2025		Six months ended June 30, 2026compared to six months ended June 30, 2025
Increase related to rate and product mix changes	$	16	$	925
Decrease in average small business customers	(8)		(715)
	$	8	$	210

Small business customers decreased by 1518,000 from ~~March~~June 3130, 2025 to ~~March~~June 3130, 2026.

Mid-market & large business revenues increased $1521 million and $36 million during the three and six months ended ~~March~~June 3130, 2026, respectively, compared to the corresponding ~~period~~periods in 2025 primarily due to an increase in Internet PSUs. Mid-market & large business PSUs increased 1614,000 from ~~March~~June 3130, 2025 to ~~March~~June 3130, 2026.

Advertising sales revenues consist primarily of revenues from commercial advertising customers, programmers and other vendors, as well as local cable and advertising on regional sports and news channels. Advertising sales revenues increased $1845 million and $63 million during the three and six months ended ~~March~~June 3130, 2026, respectively, as compared to the corresponding ~~period~~periods in 2025 primarily due to an increase in political and streaming advertising revenue, partly offset by a decrease in linear advertising revenue.

1617

Other revenues consist of revenue from mobile and video device sales, processing fees, regional sports and news channels (excluding intercompany charges or advertising sales on those channels), subsidy revenue, home shopping, wire maintenance fees and other miscellaneous revenues. Other revenues increased $~~113~~59 million and $172 million during the three and six months ended ~~March~~June 3130, 2026, respectively, compared to the corresponding ~~period~~periods in 2025 primarily due to higher mobile device sales, partly offset by a one-time $45 million benefit in the prior year period.

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

			Three months ended March 31, 2026compared to three months ended March 31, 2025
	Three months ended June 30, 2026compared to three months ended June 30, 2025		Six months ended June 30, 2026compared to six months ended June 30, 2025
Programming	$	(218)	$	(~~214~~432)
Other costs of revenue	186		~~181~~367
Field and technology operations	21		(243)
Customer operations	8		~~(6)~~2
Marketing and residential sales	(31)		(3061)
Transition expenses	65		2489
Other	(50)		32(18)
	$	(19)	$	(3756)

Programming costs were approximately $2.10 billion and $2.3 billion for the three months ended ~~March~~June 3130, 2026 and 2025, representing 2625% and 27% of total operating costs and expenses, respectively, and $4.1 billion and $4.6 billion for the six months ended June 30, 2026 and 2025, representing 25% and 28% of total operating costs and expenses, respectively. Programming costs consist primarily of costs paid to programmers for basic, premium, video on demand, and pay-per-view programming. Programming costs decreased as a result of a $~~171~~184 million and $355 million increase in costs allocated to seamless entertainment applications and netted within video revenue during the three and six months ended June 30, 2026, respectively, compared to the corresponding periods in 2025 as well as a higher mix of lower cost video packages within our video customer base and fewer video customers, partly offset by contractual rate adjustments, including renewals and increases in amounts paid for retransmission consent.

Other costs of revenue increased $~~181~~186 million and $367 million during the three and six months ended ~~March~~June 3130, 2026, respectively, compared to the corresponding ~~period~~periods in 2025 primarily due to higher mobile ~~service~~device ~~direct~~sales ~~costs~~ and mobile ~~device~~service ~~sales~~direct costs due to an increase in mobile lines as well as higher advertising sales costs given higher political revenue.

~~Depreciation~~Transition ~~and~~expenses ~~amortization. Depreciation~~represent ~~and~~incremental ~~amortization~~costs ~~expense~~incurred ~~increased~~to ~~$31~~prepare ~~million~~for ~~during~~ the ~~three~~integration ~~months~~of ~~ended~~Cox ~~March 31,~~Communications’ ~~2026~~operations ~~compared~~and to ~~the~~bring ~~corresponding~~systems ~~period~~and inprocesses ~~2025~~into ~~primarily due to an increase in depreciation as~~ a ~~result~~uniform ofoperating ~~more recent capital expenditures, partly offset by certain assets becoming fully depreciated~~structure.

~~Other~~Depreciation ~~operating~~and ~~expenses, net~~amortization. ~~The~~Depreciation ~~decrease~~and inamortization ~~other~~expense ~~operating~~increased ~~expenses~~$20 million and $51 million during the three and six months ended June 30, ~~net~~2026, isrespectively, ~~attributable~~compared to the ~~following~~corresponding ~~(dollars~~periods in ~~millions):~~2025 primarily due to an increase in depreciation as a result of more recent capital expenditures, partly offset by certain assets becoming fully depreciated.

	Three months ended March 31, 2026compared to three months ended March 31, 2025
Special charges, net	$	(34)
Merger and acquisition costs	15
Loss on disposal of assets, net	(89)
	$	(108)

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


	Three months ended June 30, 2026 compared to three months ended June 30, 2025		Six months ended June 30, 2026 compared to six months ended June 30, 2025
Special charges, net	$	14	$	(19)
Merger and acquisition costs	(35)		(21)
Loss on disposal of assets, net	(14)		(103)
	$	(35)	$	(143)

See Note 8 to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for more information.

Interest expense, net. Net interest expense increased by $1416 million and $30 million for the three and six months ended ~~March~~June 3130, 2026, respectively, compared to the corresponding ~~period~~periods in 2025 primarily due to an increase in weighted average debt.

17Other income (expenses), net. The change in other income (expenses), net is attributable to the following (dollars in millions):

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


	Three months ended June 30, 2026 compared to three months ended June 30, 2025		Six months ended June 30, 2026 compared to six months ended June 30, 2025
Loss on equity investments, net	$	6	$	2
Gain (loss) on financial instruments, net (see Note 6)	17		37
Gain on extinguishment of debt, net (see Note 4)	243		239

	$	266	$	278

	Three months ended March 31, 2026compared to three months ended March 31, 2025
Loss on equity investments, net	$	(4)
Loss on financial instruments, net (see Note 6)	20
Loss on extinguishment of debt (see Note 4)	(4)
	$	12

See Note 8 and the Notes referenced above to the accompanying consolidated financial statements contained in “Item 1. Financial Statements” for more information.

Income tax expense. We recognized income tax expense of $1416 million and $930 million for the three and six months ended ~~March~~June 3130, 2026, respectively, and $15 million and $24 million for the three and six months ended June 30, 2025, respectively.

Net income attributable to noncontrolling interest. Net income attributable to noncontrolling interest relates to our third-party interest in CV of Viera, LLP, a consolidated joint venture in a small cable system in Florida.

Net income attributable to CCO Holdings member. Net income attributable to CCO Holdings member ~~decreased~~increased $3143 million and $12 million during the three and six months ended ~~March~~June 3130, 2026, respectively, compared to the corresponding ~~period~~periods in 2025 primarily as a result of the factors described above.

Use of Adjusted EBITDA and Free Cash Flow

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

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

and intangible assets used in generating revenues and our cash cost of financing. These costs are evaluated through other financial measures.

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

Management and Charter’s board of directors use Adjusted EBITDA and free cash flow to assess our performance and our ability to service our debt, fund operations and make additional investments with internally generated funds. In addition, Adjusted EBITDA generally correlates to the leverage ratio calculation under our credit facilities or outstanding notes to determine compliance with the covenants contained in the facilities and notes (all such documents have been previously filed with the Securities and Exchange Commission (the “SEC”)). For the purpose of calculating compliance with leverage covenants, we use Adjusted EBITDA, as presented, excluding certain expenses paid by our operating subsidiaries to other Charter entities. Our debt covenants refer to these expenses as management fees which were $~~366~~336 million ~~for~~and ~~both~~$702 million for the three and six months ended ~~March~~June 3130, 2026, respectively, and $366 million and $732 million for the three and six months ended June 30, 2025, respectively.

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

			Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Net income attributable to CCO Holdings member	$	1,973	$	1,930	$	13,~~806~~779	$	13,~~837~~767
Plus: Net income attributable to noncontrolling interest	—		—		1		1
Interest expense, net	1,270		1,254		12,~~245~~515		12,~~231~~485
Income tax expense	16		15		1430		924
Depreciation and amortization	2,189		2,169		24,~~204~~393		24,~~173~~342
Stock compensation expense	138		157		~~203~~341		~~222~~379
Other, net	(158)		143		~~145~~(13)		~~265~~408
Adjusted EBITDA	$	5,428	$	5,668	$	511,~~618~~046	$	511,~~738~~406
Net cash flows from operating activities	$	4,016	$	4,184	$	48,~~351~~367	$	48,~~291~~475
Less: Purchases of property, plant and equipment	(2,858)		(2,874)		(25,~~855~~713)		(25,~~399~~273)
Change in accrued expenses related to capital expenditures	(85)		320		(77162)		~~(273)~~47
Free cash flow	$	1,073	$	1,630	$	12,~~419~~492	$	13,~~619~~249

Liquidity and Capital Resources

Overview

We have significant amounts of debt and require significant cash to fund principal and interest payments on our debt. The principal amount of our debt as of ~~March~~June 3130, 2026 was $9493.38 billion, consisting of $1112.75 billion of credit facility debt, $5554.47 billion of investment grade senior secured notes and $2726.37 billion of high-yield senior unsecured notes. Our split credit rating allows us to access both the investment grade debt and the high yield debt markets.

Our projected cash needs and projected sources of liquidity depend upon, among other things, our actual results, and the timing and amount of our expenditures. Free cash flow was $1.41 billion and $12.65 billion for the three and six months ended ~~March~~June 3130, 2026, respectively, and $1.6 billion and $3.2 billion for the three and six months ended June 30, 2025, respectively. See the table below for factors impacting free cash flow during the three and six months ended ~~March~~June 3130, 2026 compared to the corresponding prior ~~period~~periods. As of ~~March~~June 3130, 2026, the amount available under our credit facilities was approximately $43.67 billion and cash on hand was approximately $~~246~~285 million. We expect to utilize free cash flow, cash on hand and availability under our credit facilities as well as future refinancing transactions to further extend the maturities of our obligations. The timing and terms of any refinancing transactions will be subject to market conditions among other considerations. Additionally, we may, from time to time, and depending on market conditions and other factors, use cash on hand and the proceeds from securities offerings or other borrowings to retire our debt through open market purchases, privately negotiated purchases, tender and exchange offers or redemption provisions. WeIn ~~are~~the ~~also~~second ~~required~~quarter ~~to fund approximately $4.2 billion~~ of ~~cash~~2026, ~~purchase price at the closing of the Cox Transactions. We believe~~ we ~~have~~executed ~~sufficient~~an ~~liquidity~~open ~~from~~market ~~cash~~repurchase onprogram ~~hand, free cash flow and Charter Communications Operating, LLC’s ("Charter Operating") revolving credit facility as well as access to the capital markets to fund our projected cash needs.~~

We continue to evaluate the deployment of our cash on hand and anticipated future free cash flow, including investing in our business growth and other strategic opportunities, including expanding the capacity of our network, the expansion of our network through our rural broadband construction initiative, the build-out and deployment of our CBRS spectrum, and mergers and acquisitions as well as distributions to parent companies for stock repurchases and dividends. Charter's leverage ratio of net debt to the last twelve months Adjusted EBITDA was 4.15 times as of March 31, 2026. Charter plans to maintain a leverage ratio, pro forma for the closing of the Liberty Broadband Corporation (“Liberty Broadband”) Combination near the midpoint of its stated range of 4.0 to 4.5 times Adjusted EBITDA in the period leading up to the Closing, and up to 3.5 times Adjusted EBITDA at the Charter Operating first lien level. Charter plans to adjust its long-term target leverage range after the Closing to 3.5 to 3.75 times Adjusted EBITDA. As Adjusted EBITDA grows, we expect to increase the total amount of our indebtedness to maintain leverage within Charter's target leverage range.

Excluding purchases from Liberty Broadband discussed below, during the three months ended March 31, 2026 and 2025, Charter purchased in the public market approximately 3.4 million and 1.2 million shares of Charter Class A common stock, respectively, for approximately $773 million and $431 million, respectively. Since the beginning of its buyback program in

September 2016 through March 31, 2026, Charter has purchased approximately 184.0 million shares of Class A common stock and Charter Holdings common units for approximately $79.7 billion, including purchases from Liberty Broadband and Advance/Newhouse Partnership (“A/N”) discussed below.

On November 12, 2024, Charter, Liberty Broadband, Fusion Merger Sub 1, LLC, a wholly owned subsidiary of Charter, and Fusion Merger Sub 2, Inc., a wholly owned subsidiary of Fusion Merger Sub 1, LLC, entered into an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, subject to the terms and conditions set forth therein, Charter will acquire Liberty Broadband through the merger of Fusion Merger Sub 2, Inc. with and into Liberty Broadband (the “Merger”), with Liberty Broadband surviving the Merger and becoming an indirect wholly owned subsidiary of Charter. Immediately following the Merger, Liberty Broadband, as the surviving corporation of the Merger, will merge with and into Fusion Merger Sub 1, LLC (the “Upstream Merger” and together with the Merger, the “Liberty Broadband Combination”), with Fusion Merger Sub 1, LLC surviving the Upstream Merger as a wholly owned subsidiary of Charter.

On November 12, 2024, Charter and Liberty Broadband also entered into Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement (the “Stockholders and Letter Agreement Amendment”). The Stockholders and Letter Agreement Amendment sets forth, among other things, the terms of Liberty Broadband’s participation in Charter’s share repurchases during the period between the execution of the Merger Agreement and the effective time of the Merger. Pursuant to the Stockholders and Letter Agreement Amendment, each month during the pendency of the proposed transaction, Charter will repurchase shares of Charter Class A common stock from Liberty Broadband in an amount equal to the greater of (i) $100 million and (ii) the Liberty Broadband minimum liquidity threshold as set forth in the Stockholders and Letter Agreement Amendment, provided that if any repurchase would reduce Liberty Broadband’s equity interest in Charter below 25.25% after giving effect to such repurchase or if all or a portion of such repurchase is not permitted under applicable law, then Charter shall instead loan to Liberty Broadband an amount equal to the lesser of (x) the repurchase amount that cannot be repurchased and (y) the Liberty Broadband minimum liquidity threshold as set forth in the Stockholders and Letter Agreement Amendment less the repurchase amount that is repurchased, with such loan on the terms set forth in the Stockholders and Letter Agreement Amendment. From and after the date Liberty Broadband’s exchangeable debentures are no longer outstanding, the amount of monthly repurchases will be the lesser of (i) $100 million and (ii) an amount equal to the sum of (x) the amount needed, in the reasonable judgment of Charter, to maintain an unrestricted cash balance of Liberty Broadband and its subsidiaries (other than GCI Holdings, LLC, GCI Spinco (as defined in the Merger Agreement) and their respective subsidiaries) of $50 million plus (y) the aggregate outstanding principal amount of the Liberty Broadband margin loan. The purchase price payable by Charter to Liberty Broadband in connection with such monthly repurchases will equal (i) the average price paid by Charter for shares of Charter Class A common stock repurchased during the immediately preceding calendar month (excluding shares repurchased from A/N and certain other excluded repurchases) or (ii) if Charter has not engaged in any repurchases of shares of Charter Class A common stock during the immediately preceding calendar month (other than any repurchases from A/N and certain other excluded repurchases), a purchase price based on a Bloomberg volume-weighted average price methodology proposed by Charter and reasonably acceptable to Liberty Broadband. Liberty Broadband will apply the proceeds from any such repurchases or borrowings from Charter to repay certain of its outstanding indebtedness in accordance with the Stockholders and Letter Agreement Amendment. The Stockholders and Letter Agreement Amendment provides that Liberty Broadband will be exempt from the standstill restrictions and the ownership cap under the Second Amended and Restated Stockholders Agreement among Charter, Liberty Broadband and A/N, dated as of May 23, 2015 to the extent its ownership in Charter exceeds such ownership cap solely as a result of the repurchase provisions in the Stockholders and Letter Agreement Amendment. During the three months ended March 31, 2026 and 2025, Charter purchased from Liberty Broadband 0.9 million and 0.8 million shares of Charter Class A common stock, respectively, for approximately $190 million and $300 million, respectively.

~~participation~~and inretired ~~Charter’s~~$1.2 billion ~~share repurchases, except for certain specific amendments set forth~~ in ~~the~~aggregate ~~A/N~~principal ~~Repurchase~~amount ~~Letter~~of ~~Amendment~~various ~~which~~series ~~became~~of ~~effective~~notes ~~upon~~during ~~execution of~~ the ~~A/N~~three ~~Repurchase~~and ~~Letter~~six ~~Amendment,~~months ~~including,~~ended ~~in certain circumstances~~June 30, ~~where~~2026. We ~~A/N~~are ~~elects~~also ~~not~~required to ~~participate~~fund inapproximately ~~redemptions~~$4.2 bybillion ~~Charter~~of ~~Holdings~~cash ~~because~~purchase ~~such~~price ~~participation~~at ~~would~~the ~~cause~~closing ~~A/N’s~~of ~~equity interest in Charter to be less than 11% prior to~~ the ~~Trigger~~Cox ~~Date,~~Transactions. We ~~A/N~~believe ~~may,~~we ~~subject~~have tosufficient ~~certain~~liquidity ~~conditions, elect to receive a tax loan~~ from ~~Charter~~cash ~~Holdings~~ on ~~the~~hand, ~~terms~~free ~~set~~cash ~~forth~~flow ~~in the A/N Repurchase Letter Amendment~~ and ~~in definitive documents in form and substance reasonably satisfactory to~~ Charter ~~and~~Communications ~~A/N. During the three months ended March 31~~Operating, ~~2025,~~LLC’s ("Charter ~~Holdings~~Operating") ~~purchased~~revolving ~~from~~credit ~~A/N~~facility ~~0.1~~as ~~million~~well ~~Charter~~as ~~Holdings~~access ~~common~~to ~~units~~the ~~for~~capital ~~approximately~~markets ~~$20 million. Charter~~to ~~Holdings'~~fund ~~did~~our ~~not~~projected ~~purchase~~cash ~~any Charter Holdings common units from A/N during the three months ended March 31, 2026~~needs.

We continue to evaluate the deployment of our cash on hand and anticipated future free cash flow, including investing in our business growth and other strategic opportunities, including expanding the capacity of our network, the expansion of our network through our rural broadband construction initiative, the build-out and deployment of our CBRS spectrum, and mergers and acquisitions as well as distributions to parent companies for stock repurchases and dividends. Charter's leverage ratio of net debt to the last twelve months Adjusted EBITDA was 4.18 times as of June 30, 2026. Charter plans to maintain a leverage ratio, pro forma for the closing of the Liberty Broadband Corporation (“Liberty Broadband”) Combination near the midpoint of its stated range of 4.0 to 4.5 times Adjusted EBITDA in the period leading up to the Closing, and up to 3.5 times Adjusted EBITDA at the Charter Operating first lien level. Charter plans to adjust its long-term target leverage after the Closing to 3.5 times Adjusted EBITDA. We currently expect to decrease the total amount of our indebtedness to achieve Charter’s target leverage.

Excluding purchases from Liberty Broadband discussed below, during the three and six months ended June 30, 2026, Charter purchased in the public market approximately 2.1 million and 5.5 million shares of Charter Class A common stock, respectively, for approximately $433 million and $1.2 billion, respectively, and during the three and six months ended June 30, 2025, Charter purchased in the public market approximately 3.0 million and 4.2 million shares of Charter Class A common stock, respectively, for approximately $1.1 billion and $1.6 billion, respectively. Since the beginning of its buyback program in September 2016 through June 30, 2026, Charter has purchased approximately 188.0 million shares of Class A common stock and Charter Holdings common units for approximately $80.6 billion, including purchases from Liberty Broadband and Advance/Newhouse Partnership (“A/N”) discussed below.

the proceeds from any such repurchases or borrowings from Charter to repay certain of its outstanding indebtedness in accordance with the Stockholders and Letter Agreement Amendment. The Stockholders and Letter Agreement Amendment provides that Liberty Broadband will be exempt from the standstill restrictions and the ownership cap under the Second Amended and Restated Stockholders Agreement among Charter, Liberty Broadband and A/N, dated as of May 23, 2015 to the extent its ownership in Charter exceeds such ownership cap solely as a result of the repurchase provisions in the Stockholders and Letter Agreement Amendment. During the three and six months ended June 30, 2026, Charter purchased from Liberty Broadband 1.9 million and 2.8 million shares of Charter Class A common stock, respectively, for approximately $405 million and $595 million, respectively, and during the three and six months ended June 30, 2025, Charter purchased from Liberty Broadband 0.8 million and 1.6 million shares of Charter Class A common stock, respectively, for approximately $300 million and $600 million, respectively. Additionally, pursuant to the Merger Agreement and Stockholders and Letter Agreement Amendment, in May 2026, Charter advanced a term loan to Liberty Broadband in the aggregate principal amount of approximately $359 million.

In December 2016, Charter and A/N entered into a letter agreement, as amended in December 2017 (the “Existing A/N Letter Agreement”), that requires A/N to sell to Charter or to Charter Holdings, on a monthly basis, a number of shares of Charter Class A common stock or Charter Holdings common units that represents a pro rata participation by A/N and its affiliates in any repurchases of shares of Charter Class A common stock from persons other than A/N effected by Charter during the immediately preceding calendar month, at a purchase price equal to the average price paid by Charter for the shares repurchased from persons other than A/N during such immediately preceding calendar month. In connection with the Cox Transactions, Charter, Charter Holdings and A/N entered into an amendment to the Existing A/N Repurchase Letter, dated as of May 16, 2025 (the “A/N Repurchase Letter Amendment”) which sets forth, among other things, the updated terms of A/N’s participation in Charter’s share repurchases going forward. The right to participate pro rata in repurchases on the terms and conditions set forth in the A/N Repurchase Letter Amendment is effective only from the earlier of the Closing and, in the event the Transaction Agreement is terminated in accordance with its terms, the date of such termination (such earlier date, the “Trigger Date”). Prior to the Trigger Date, the Existing A/N Letter Agreement will remain in full force and continue to govern A/N’s participation in Charter’s share repurchases, except for certain specific amendments set forth in the A/N Repurchase Letter Amendment which became effective upon execution of the A/N Repurchase Letter Amendment, including, in certain circumstances, where A/N elects not to participate in redemptions by Charter Holdings because such participation would cause A/N’s equity interest in Charter to be less than 11% prior to the Trigger Date, A/N may, subject to certain conditions, elect to receive a tax loan from Charter Holdings on the terms set forth in the A/N Repurchase Letter Amendment and in definitive documents in form and substance reasonably satisfactory to Charter and A/N. During the three and six months ended June 30, 2025, Charter Holdings purchased from A/N 0.6 million and 0.7 million Charter Holdings common units for approximately $232 million and $252 million, respectively. Charter Holdings did not purchase any Charter Holdings common units from A/N during the three and six months ended June 30, 2026.

On August 4, 2025, Charter received a notice from A/N pursuant to the Existing Letter Agreement, whereby A/N notified Charter that A/N was suspending the standing share repurchase agreement between A/N and Charter (the “Suspension”). The Suspension took effect immediately after the first repurchase closing date under the Existing Letter Agreement to occur following the date of the notice. In the notice, A/N informed Charter that it intends for the Suspension to continue through the consummation of the closing of the Cox Transactions or the termination thereof, but reserved the right to end such Suspension before or after such time.

As of ~~March~~June 3130, 2026, Charter had remaining board authority to purchase an additional $~~179~~365 million of Charter’s Class A common stock and/or Charter Holdings common units, excluding purchases from Liberty Broadband. Although Charter expects to continue to buy back its common stock consistent with its leverage target range, Charter is not obligated to acquire any particular amount of common stock, and the timing of any purchases that may occur cannot be predicted and will largely depend on market conditions and other potential uses of capital. Purchases may include open market purchases, tender offers or negotiated transactions. To the extent such purchases occur, CCO Holdings and its subsidiaries are the primary source for funding such purchases through distributions to their parent companies.

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

Free Cash Flow

Free cash flow decreased $~~200~~557 million and $757 million during the three and six months ended ~~March~~June 3130, 2026, respectively, compared to the corresponding prior ~~period~~periods in 2025 due to the following (dollars in millions):

			Three months ended March 31, 2026compared to three months ended March 31, 2025
	Three months ended June 30, 2026compared to three months ended June 30, 2025		Six months ended June 30, 2026compared to six months ended June 30, 2025
Increase in capital expenditures			$	(456)
Decrease in Adjusted EBITDA	$	(240)	$	(360)
Decrease in Adjusted EBITDA			(120)
Decrease (increase) in capital expenditures	16		(440)
Increase in cash paid for interest, net			(67)
Decrease in cash paid for taxes, net	(1)		(9)
Changes in working capital, excluding mobile devices			381
Decrease (increase) in cash paid for interest, net	2		(65)
Changes in working capital, mobile devices			51
Changes in working capital, excluding mobile devices	(276)		105
Other, net			11
Changes in working capital, mobile devices	(79)		(28)
			$	(200)
Other, net	21		40
	$	(557)	$	(757)

Financial Information about Guarantors, Issuers of Guaranteed Securities, Affiliates Whose Securities Collateralize a Registrant’s Securities and Consolidated Subsidiaries

Each of CCO Holdings, Charter Operating, Time Warner Cable, LLC and Time Warner Cable Enterprises LLC (collectively, the “Issuers”) and substantially all of Charter Operating’s direct and indirect subsidiaries (the “Obligor Subsidiaries” and together with the Issuers, collectively, the “Obligor Group” and each an “Obligor”) jointly, severally, fully and unconditionally guarantee the outstanding debt securities of the respective Issuers (other than the CCO Holdings unsecured notes) and Charter Operating’s credit facilities on a senior basis (collectively, the “Guaranteed and Secured Debt”). Such guarantees are pari passu in right of payment with all senior indebtedness of the guarantors and senior in right of payment to subordinated obligations of the guarantors. Each guarantee will be limited to the maximum amount that can be guaranteed by the relevant guarantor without rendering the relevant guarantee, as it relates to that guarantor, voidable or otherwise ineffective or limited under applicable law, and enforcement of each guarantee would be subject to certain generally available defenses. The Guaranteed and Secured Debt is structurally subordinated to the creditors (including trade creditors) and preference shareholders (if any) of Charter Operating’s non-guarantor subsidiaries.

21The Guaranteed and Secured Debt and the subsidiary guarantees thereof are also secured by (i) a lien on substantially all of the assets of Charter Operating and the Obligor Subsidiaries, to the extent such lien can be perfected under the Uniform Commercial Code by the filing of a financing statement, and (ii) a pledge of substantially all of the equity interests of subsidiaries owned by Charter Operating or the Obligor Subsidiaries (the “Pledged Equity Interests”), as well as intercompany obligations owing to it by any of such entities ((i) and (ii) collectively, the “Collateral”). In addition, payments of a mortgage note, currently outstanding for approximately $256 million, incurred by a single-asset special purpose entity to finance construction of the first building of the Charter headquarters in Stamford, Connecticut are guaranteed by the Obligor Group and rank equally with the liens on the Collateral securing the Guaranteed and Secured Debt. No assets of any of Charter Operating’s non-guarantor subsidiaries (including any capital stock owned by any such subsidiary) will constitute Collateral. The subsidiary guarantees are effectively senior to all unsecured debt or debt secured by junior liens of the subsidiary guarantors, in each case to the extent of the value of the collateral securing the guarantee obligations of the subsidiary guarantors. Upon the occurrence and during the continuance of an event of default under the Guaranteed and Secured Debt, subject to the terms of an intercreditor agreement, the security documents governing the Guaranteed and Secured Debt provide for (among other available remedies) the foreclosure upon and sale of the Collateral by the collateral agent(s) of the respective Guaranteed and Secured Debt and the distribution of the net proceeds of any such sale to the holders and/or the lenders of the Guaranteed and Secured Debt on a pro rata basis, subject to any prior liens on the Collateral. We believe there is no separate trading market for the Pledged Equity Interests.

in right of payment with all senior indebtedness of the guarantors and senior in right of payment to subordinated obligations of the guarantors. Each guarantee will be limited to the maximum amount that can be guaranteed by the relevant guarantor without rendering the relevant guarantee, as it relates to that guarantor, voidable or otherwise ineffective or limited under applicable law, and enforcement of each guarantee would be subject to certain generally available defenses. The Guaranteed and Secured Debt is structurally subordinated to the creditors (including trade creditors) and preference shareholders (if any) of Charter Operating’s non-guarantor subsidiaries.

The Guaranteed and Secured Debt and the subsidiary guarantees thereof are also secured by (i) a lien on substantially all of the assets of Charter Operating and the Obligor Subsidiaries, to the extent such lien can be perfected under the Uniform Commercial Code by the filing of a financing statement, and (ii) a pledge of substantially all of the equity interests of subsidiaries owned by Charter Operating or the Obligor Subsidiaries (the “Pledged Equity Interests”), as well as intercompany obligations owing to it by any of such entities ((i) and (ii) collectively, the “Collateral”). In addition, payments of a mortgage note, currently outstanding for approximately $261 million, incurred by a single-asset special purpose entity to finance construction of the first building of the Charter headquarters in Stamford, Connecticut are guaranteed by the Obligor Group and rank equally with the liens on the Collateral securing the Guaranteed and Secured Debt. No assets of any of Charter Operating’s non-guarantor subsidiaries (including any capital stock owned by any such subsidiary) will constitute Collateral. The subsidiary guarantees are effectively senior to all unsecured debt or debt secured by junior liens of the subsidiary guarantors, in each case to the extent of the value of the collateral securing the guarantee obligations of the subsidiary guarantors. Upon the occurrence and during the continuance of an event of default under the Guaranteed and Secured Debt, subject to the terms of an intercreditor agreement, the security documents governing the Guaranteed and Secured Debt provide for (among other available remedies) the foreclosure upon and sale of the Collateral by the collateral agent(s) of the respective Guaranteed and Secured Debt and the distribution of the net proceeds of any such sale to the holders and/or the lenders of the Guaranteed and Secured Debt on a pro rata basis, subject to any prior liens on the Collateral. We believe there is no separate trading market for the Pledged Equity Interests.

We presently expect that after the Closing: (i) the outstanding unsecured notes issued by Cox Communications that will be assumed at the Closing will constitute Guaranteed and Secured Debt and (ii) Cox Communications and, subject to certain exceptions, substantially all of its subsidiaries will become Obligors. Additionally, all or a portion of the approximately $4.2 billion of indebtedness issued to finance the cash payment under the Cox Transactions may constitute Guaranteed and Secured Debt when issued.

Certain Charter Operating subsidiaries that are regulated entities are only designated as guarantor subsidiaries, and certain related assets (including the capital stock of such regulated entities) are only required to be pledged as Collateral, upon approval by regulators. The guaranteed obligations and collateral of an Obligor Subsidiary (including Pledged Equity Interests) may be released under certain circumstances permitted under the documentation governing the Guaranteed and Secured Debt, including if an Obligor Subsidiary no longer qualifies as a “Subsidiary” of Charter Operating under transactions not prohibited by the Charter Operating credit agreement.

Our bankruptcy remote special purpose vehicle and consolidated subsidiary, CCO EIP Financing, LLC, (the “SPV Borrower”) is the borrower of a senior secured revolving credit facility to finance the purchase of equipment installment plan receivables (“EIP Receivables”) with a number of financial institutions (the “EIP Financing Facility”). Borrowings under the EIP Financing Facility are secured by the EIP Receivables transferred to the SPV Borrower, future collections on such EIP Receivables, and related assets consisting primarily of restricted cash. We and our other subsidiaries do not guarantee any principal or interest payable by SPV Borrower under the EIP Financing Facility and SPV Borrower is not a guarantor of the Guaranteed and Secured Debt. As of ~~March~~June 3130, 2026, the carrying value of the EIP Financing Facility was $1.6 billion and is reflected on our consolidated balance sheets. As of ~~March~~June 3130, 2026, pledged EIP Receivables with an unpaid principal balance of $2.23 billion, included in accounts receivable, net and other noncurrent assets, and restricted cash of $~~105~~90 million, included in prepaid expenses and other current assets, are held by the SPV Borrower and reflected on our consolidated balance sheets.

See Note 9 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025 for further details about the terms, conditions and other factors that may affect payments to holders and the collateral arrangements of the Guaranteed and Secured Debt.

Because the assets, liabilities and results of operations of the combined Obligor Group are not materially different than corresponding amounts presented in the consolidated financial statements of CCO Holdings, summarized financial information of the Obligor Group have been omitted pursuant to SEC Regulation S-X Rule 13-01, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered and S-X Rule 13-02, Affiliates Whose Securities Collateralize Securities Registered Or Being Registered.

Limitations on Distributions

Distributions by us and our subsidiaries to a parent company for payment of principal on parent company notes are restricted under CCO Holdings indentures governing CCO Holdings' indebtedness, unless there is no default under the applicable indenture, and unless CCO Holdings' leverage ratio test is met at the time of such distribution. As of ~~March~~June 3130, 2026, there was no default under any of these indentures, and CCO Holdings met its leverage ratio test based on ~~March~~June 3130, 2026 financial results. There can be no assurance that CCO Holdings will satisfy its leverage ratio test at the time of the contemplated distribution.

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

Historical Operating, Investing, and Financing Activities

Cash and Cash Equivalents. We held $~~246~~285 million and $218 million in cash and cash equivalents as of ~~March~~June 3130, 2026 and December 31, 2025, respectively. In addition, we held $~~105~~90 million and $121 million in restricted cash included in prepaid and other current assets in our consolidated balance sheets as of ~~March~~June 3130, 2026 and December 31, 2025, respectively.

Operating Activities. Net cash provided by operating activities ~~increased~~decreased $60108 million during the ~~three~~six months ended ~~March~~June 3130, 2026 compared to the ~~three~~six months ended ~~March~~June 3130, 2025 primarily due to lower Adjusted EBITDA, partly offset by favorable changes in working capital.

Investing Activities. Net cash used in investing activities was $36.0 billion and $25.84 billion for the ~~three~~six months ended ~~March~~June 3130, 2026 and 2025, respectively. The increase in cash used was primarily due to an increase in capital expenditures, ~~partly~~and ~~offset~~changes ~~by a favorable change~~ in accrued expenses related to capital expenditures.

Financing Activities. Net cash used in financing activities ~~increased~~decreased $~~226~~565 million during the ~~three~~six months ended ~~March~~June 3130, 2026 compared to the ~~three~~six months ended ~~March~~June 3130, 2025 primarily due to ana ~~increase~~decrease in distributions to parent companies. and an

increase in short-term borrowings under our deferred payment program, partly offset by an increase in the amount by which repayments of long-term debt exceeded borrowings.

Capital Expenditures

We have significant ongoing capital expenditure requirements. Capital expenditures were $2.9 billion and $25.47 billion for the three and six months ended ~~March~~June 3130, 2026, respectively, and $2.9 billion and $5.3 billion for the three and six months ended June 30, 2025, respectively. The increase in capital expenditures during the six months ended June 30, 2026 compared to the corresponding period in 2025 was primarily driven by higher spend on network evolution and an increase in customer premise equipment, partly offset by a decrease in line extensions. See the table below for more details.

We currently expect full year 2026 capital expenditures, excluding impacts from the Cox Transactions, 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 our network evolution and expansion initiatives, supply chain timing and residential and business growth rates.

Our capital expenditures are funded primarily from cash flows from operating activities and borrowings on our credit facility. In addition, our accrued expenses related to capital expenditures decreased by $77162 million and increased by $~~273~~47 million for the ~~three~~six months ended ~~March~~June 3130, 2026 and 2025, respectively.

23The following tables present our major capital expenditures categories in accordance with National Cable and Telecommunications Association (“NCTA”) disclosure guidelines for the three and six months ended June 30, 2026 and 2025. These disclosure guidelines are not required disclosures under GAAP, nor do they impact our accounting for capital expenditures under GAAP (dollars in millions):

The following tables present our major capital expenditures categories in accordance with National Cable and Telecommunications Association (“NCTA”) disclosure guidelines for the three months ended March 31, 2026 and 2025. These disclosure guidelines are not required disclosures under GAAP, nor do they impact our accounting for capital expenditures under GAAP (dollars in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Customer premise equipment (a)	$	654	$	593	$	1,322	$	1,066
Scalable infrastructure (b)	336		371		646		664
Upgrade/rebuild (c)	657		457		1,332		852
Support capital (d)	481		425		871		785
Capital expenditures, excluding line extensions	2,128		1,846		4,171		3,367

Subsidized rural construction line extensions	390		543		816		1,010
Other line extensions	340		485		726		896
Total line extensions (e)	730		1,028		1,542		1,906
Total capital expenditures	$	2,858	$	2,874	$	5,713	$	5,273

Of which:
Commercial services	$	293	$	324	$	579	$	597
Subsidized rural construction initiative (f)	$	391	$	545	$	818	$	1,013
Mobile	$	70	$	59	$	129	$	112
Transition (g)	$	34	$	—	$	37	$	—

	Three Months Ended March 31,
		2026		2025
Customer premise equipment (a)		$	668	$	473
Scalable infrastructure (b)		310		293
Upgrade/rebuild (c)		675		395
Support capital (d)		390		360
Capital expenditures, excluding line extensions		2,043		1,521
Subsidized rural construction line extensions		426		467
Other line extensions		386		411
Total line extensions (e)		812		878
Total capital expenditures		$	2,855	$	2,399
Of which:
Commercial services		$	286	$	273
Subsidized rural construction initiative (f)		$	427	$	468
Mobile		$	60	$	53

(a)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.

(b)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).

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

(d)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).

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

(f)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.

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

Recently Issued Accounting Standards

See Note 19 to the Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of recently issued accounting standards. There have been no material changes from the recently issued accounting standards described in our Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes to the interest rate risk as previously disclosed in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 4. Controls and Procedures.

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

Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

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

During the quarter ended ~~March~~June 3130, 2026, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

2526

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

See Note 17 to our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of legal proceedings. Within this section, we use a threshold of $1 million in disclosing environmental proceedings involving a governmental authority, if any.

Item 1A. Risk Factors.

Our Annual Report on Form 10-K for the year ended December 31, 2025 includes "Risk Factors" under Item 1A of Part I. There have been no material changes from the risk factors described in our Form 10-K.

Item 6. Exhibits.

See Exhibit Index.

2627

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, CCO Holdings, LLC and CCO Holdings Capital Corp. have duly caused this quarterly report to be signed on ~~its~~their behalf by the undersigned, thereunto duly authorized.

	CCO HOLDINGS, LLC
	Registrant
	By:	/s/ Kevin D. Howard
		Kevin D. Howard
Date: April 24, 2026		Executive Vice President, Chief Accounting Officer and Controller
Date: July 24, 2026		Executive Vice President, Chief Accounting Officer and Controller
	CCO HOLDINGS CAPITAL CORP.
	Registrant
	By:	/s/ Kevin D. Howard
		Kevin D. Howard
Date: April 24, 2026		Executive Vice President, Chief Accounting Officer and Controller
Date: July 24, 2026		Executive Vice President, Chief Accounting Officer and Controller

S-1

Exhibit Index

Exhibit						Description
4.1						Indenture, dated as of May 23, 2019, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 30, 2019).
10.1						Charter Communications, Inc. 2019 Stock Incentive Plan (incorporated by reference to Annex A to the definitive proxy statement for the Charter Communications, Inc. 2019 Annual Meeting of Stockholders filed on March 14, 2019).
4.2						Eleventh Supplemental Indenture, dated as of January 13, 2026, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Charter Communications, Inc. on January 14, 2026).
10.2						Amendment to the Charter Communications, Inc. 2019 Stock Incentive Plan, dated as of January 28, 2020 (incorporated by reference to Exhibit 10.152 to the Annual Report on Form 10-K of Charter Communications, Inc. filed on January 31, 2020).
4.3						Form of 7.000% Senior Notes due 2033 (included in Exhibit 4.2 hereto).
10.3						Second Amendment to the Charter Communications, Inc. 2019 Stock Incentive Plan, dated as of April 23, 2024 (incorporated by reference to Appendix B to the definitive proxy statement for the Charter Communications, Inc. 2024 Annual Meeting of Stockholders filed on March 14, 2024).
4.4						Form of 7.375% Senior Notes due 2036 (included in Exhibit 4.2 hereto).
10.4						Third Amendment to Charter Communications, Inc. 2019 Stock Incentive Plan, dated as of April 21, 2026 (incorporated by reference to Appendix B to the Proxy Statement for the Charter Communications, Inc. 2026 Annual Meeting of Stockholders filed March 12, 2026).
10.1						Exchange and Registration Rights Agreement, dated January 13, 2026, relating to the 7.000% Senior Notes due 2033 and the 7.375% Senior Notes due 2036, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Morgan Stanley & Co. LLC, as representative of the several Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on January 14, 2026).
10.5						Employment Agreement, dated as of May 15, 2026, between Charter Communications, Inc. and Jamal Haughton (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 19, 2026).
10.2						Employment Agreement, dated as of January 16, 2026, by and between Charter Communications, Inc. and Adam Ray (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on January 22, 2026).
10.3						Employment Agreement, dated as of February 24, 2026, by and between Charter Communications, Inc. and Nick Jeffery (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on February 25, 2026).
10.4						Amendment Agreement to Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement, dated as of March 5, 2026, by and among Charter Communications, Inc., Advance/Newhouse Partnership and Liberty Broadband Corporation (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed by Charter Communications, Inc. on April 24, 2026).
22.1*						Issuers and Guarantors of Guaranteed Securities and Affiliate Securities Pledged as Collateral.
31.1*						Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the under the Securities Exchange Act of 1934.
31.2*						Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
32.1*						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
32.2*						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
101						The following financial information from CCO Holdings, LLC’s Quarterly Report on Form 10-Q for the three and six months ended ~~March~~June 3130, 2026, filed with the Securities and Exchange Commission on ~~April~~July 24, 2026, formatted in iXBRL (inline eXtensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Changes in Member’s Equity; (iv) the Consolidated Statements of Cash Flows; and (vi) the Notes to the Consolidated Financial Statements.
104						Cover Page, formatted in iXBRL and contained in Exhibit 101.

* Filed herewith

E-1

Filing Compare · CCO HOLDINGS LLC