Charter Communications (CHTR) Risk Factor Changes

•integrating and unifying the product offerings and services available to customers, including customer premise equipment and video user interfaces;

The market price of Charter Class A common stock may decline as a result of the Cox Transactions if, among other things, the costs of the Cox Transactions are greater than expected, we do not achieve the perceived ben…

Charter may fail to realize all of the anticipated benefits of the Liberty Broadband Combination or those benefits may take longer to realize than expected.

The completion of the Liberty Broadband Combination is subject to a number of conditions, including, among other things, (i) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of…

The pending Cox Transactions raise additional risks not described above.

We will incur direct and indirect costs as a result of the Cox Transactions.

Charter and Cox Communications are subject to contractual restrictions while the Cox Transactions are pending, which could adversely affect their respective businesses and operations.

In addition, if the Cox Transactions are not completed, we could be subject to litigation related to any failure to complete the Cox Transactions or related to any enforcement proceeding commenced against us to perfor…

•we may experience reputational harm due to the adverse perception of any failure to successfully complete the Cox Transactions.

•Charter and Cox Communications are subject to restrictions on the conduct of their respective businesses prior to the Closing, as set forth in the Transaction Agreement, which may prevent us or Cox Communications, as…

•we will be required to pay certain costs relating to the Cox Transactions, such as legal, accounting, financial advisory, filing, printing and mailing fees, whether or not the Cox Transactions are completed;

•time and resources, financial and other, committed by us and our subsidiaries’ management to matters relating to the Cox Transactions could otherwise have been devoted to pursuing other beneficial opportunities;

•if the Transaction Agreement is terminated and we seek another transaction, we may not find a party willing to enter into a transaction on terms comparable to or more attractive than the terms agreed to in the Transa…

•we could owe a substantial termination fee to Cox Enterprises under certain circumstances;

If the Cox Transactions are not completed, we may be materially adversely affected, without realizing any of the anticipated benefits of having completed the Cox Transactions, and we will be subject to a number of ris…

While the parties have agreed in the Transaction Agreement to use reasonable best efforts to satisfy the closing conditions, the parties may not be successful in their efforts to do so.

The Cox Transactions are subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all.

Additionally, although historically we have renewed our franchises without incurring significant costs, we cannot guarantee that we will be able to renew, or to renew as favorably, our franchises in the future.

Our cable systems generally operate pursuant to franchises, permits and similar authorizations issued by a state or local governmental authority controlling the public rights-of-way.

We offer services and operate cable systems in locations throughout the United States and, as a result, we are subject to the tax laws and regulations of federal, state and local governments.

In September 2025, following the Supreme Court decision that upheld the FCC’s system for funding and administering its Universal Service programs, a new petition for review was filed in the Fifth Circuit challenging t…

There are ongoing efforts to amend or expand the federal, state and local regulation of some of the services offered over our cable systems, particularly our retail broadband Internet access service.

•the provisioning, marketing and billing of cable, Internet, mobile and voice equipment;

•the fees that must be included in our advertised prices and bills;

The services we offer are subject to numerous laws and regulations that can increase operational and administrative expenses and reduce revenues, including, but not limited to, those covering the following:

Liberty Broadband currently owns a significant amount of Charter Class A common stock and is entitled to certain governance rights with respect to Charter.

In addition, we expect to incur additional indebtedness in the future, including to refinance and/or in connection with the assumption of indebtedness of Cox Communications and/or its subsidiaries after the completion…

•make us vulnerable to interest rate increases, in part because approximately 13% of our borrowings as of December 31, 2025 were, and may continue to be, subject to variable rates of interest;

We have a significant amount of debt, with total principal amount of approximately $94.6 billion and a leverage ratio of 4.15 times Adjusted EBITDA as of December 31, 2025.

We have a significant amount of debt and expect to incur significant additional debt, including secured debt, in the future, as well as additional debt in connection with the Cox Transactions and Liberty Broadband Com…

We currently incorporate AI technology in certain parts of our business operations.

•tariffs or component supply conditions impact vendors’ ability to perform their obligations or significantly increase the amount we pay;

We depend on a limited number of third-party service providers, suppliers and licensors to supply some of the services, hardware, software and operational support necessary to provide some of our services and execute…

A failure to effectively anticipate or adapt to new technologies (including those that use artificial intelligence (“AI”)) and changes in customer expectations and behavior could significantly adversely affect our com…

The completion of the combination is subject to a number of conditions, including, among other things, (i) the adoption of the merger agreement by the affirmative vote of the holders of a majority of the aggregate vot…

We currently incorporate AI technology in certain parts of our business operations.

We depend on a limited number of third-party service providers, suppliers and licensors to supply some of the services, hardware, software and operational support necessary to provide some of our services and execute…

franchises and goodwill and our ability to meet cash flow requirements, including debt service requirements.

The pending Liberty Broadband Combination raises additional risks not described above.

The Liberty Broadband Combination raises other risks.

We will incur substantial expenses in connection with and as a result of completing the Liberty Broadband Combination, including advisory, legal and other transaction costs, and, following the completion of the Libert…

We will incur direct and indirect costs as a result of the Liberty Broadband Combination.

We are subject to contractual restrictions while the Liberty Broadband Combination is pending, which could adversely affect our business and operations.

In addition, if the Liberty Broadband Combination is not completed, we could be subject to litigation related to any failure to complete the Liberty Broadband Combination or related to any enforcement proceeding comme…

•reputational harm due to the adverse perception of any failure to successfully complete the Liberty Broadband Combination.

•we are subject to restrictions on the conduct of our business prior to the effective time of the closing of the Liberty Broadband Combination, as set forth in the Merger Agreement, which may prevent us from making ce…

•we will be required to pay our costs relating to the Liberty Broadband Combination, such as legal, accounting, financial advisory, filing, printing and mailing fees, whether or not the Liberty Broadband Combination i…

•we and our subsidiaries may experience negative reactions from the financial markets or from our customers, suppliers, regulators or employees;

•time and resources, financial and other, committed by us and our subsidiaries’ management to matters relating to the Liberty Broadband Combination could otherwise have been devoted to pursuing other beneficial opport…

•if the Merger Agreement is terminated and we seek another business combination, we may not find a party willing to enter into a transaction on terms comparable to or more attractive than the terms agreed to in the Me…

•we could owe a substantial termination fee to Liberty Broadband under certain circumstances;

•the market price of Charter common stock could decline;

If the Liberty Broadband Combination is not completed, we may be materially adversely affected, without realizing any of the benefits of having completed the Liberty Broadband Combination, and we will be subject to a…

While the parties have agreed in the Merger Agreement to use reasonable best efforts to satisfy the closing conditions, the parties may not be successful in their efforts to do so.

(xii) each party’s receipt of a tax opinion, to the effect that, inter alia, the Liberty Broadband Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

The Liberty Broadband Combination is subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all.

The market price of Charter Class A common stock may decline as a result of the Cox Transactions.

Even if the new businesses are successfully integrated, it may not be possible to realize the benefits that are expected to result from the Cox Transactions, or realize these benefits within the time frame that is exp…

•attracting and retaining the necessary personnel associated with the acquired assets.

•managing a larger company than before the completion of the Cox Transactions; and

•integrating information, purchasing, provisioning, accounting, finance, sales, billing, payroll, reporting and regulatory compliance systems;

•coordinating geographically dispersed organizations;

•coordinating programming and marketing efforts;

•consolidating the companies’ administrative and information technology infrastructure;

•addressing possible differences in business backgrounds, corporate cultures and management philosophies;

•maintaining existing relationships and agreements with customers, providers, programmers and other vendors and avoiding delays in entering into new agreements with prospective customers, providers and vendors;

•harmonizing the companies’ operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;

•integrating and unifying the product offerings and services available to customers;

•integrating the companies’ technologies, networks and customer service platforms;

•integrating the companies’ operations and corporate functions;

Charter and Cox Communications have operated and, until completion of the Cox Transactions will continue to operate, independently, and there can be no assurances that their businesses can be integrated successfully.

If we are not able to successfully integrate Cox Communications’ business within the anticipated time frame, or at all, the anticipated cost savings and other benefits of the Cox Transactions may not be realized fully…

As a result, if Cox Enterprises and/or A/N elect to exercise their preemptive rights, (i) these parties would not experience the dilution experienced by the other holders of Charter Class A common stock, and (ii) such…

The amended stockholders agreement will provide that after the Closing, if Charter proposes to issue any equity securities of Charter in a capital raising transaction, each of Cox Enterprises and A/N (for so long as e…

The amended stockholders agreement will provide A/N and Cox Enterprises with preemptive rights with respect to issuances of Charter equity in connection with certain transactions, and in the event that A/N or Cox Ente…

As a result of their rights under the amended stockholders agreement and their significant equity and voting stakes in Charter, Cox Enterprises and/or A/N, who may have interests different from those of other stockhol…

At the Closing, Charter will amend its certificate of incorporation and bylaws in order to, among other things, reflect the agreed-upon governance terms to be included in the amended stockholders agreement.

The amended stockholders agreement will also provide that at the Closing, Alexander C.

Based on Charter’s share count as of December 31, 2025, Charter expects that Cox Enterprises will own approximately 25.1% of the combined entity’s diluted shares outstanding, on an as-exchanged, as-converted basis and…

The Transaction Agreement contemplates that, at the Closing, Charter, A/N and Cox Enterprises will enter into the amended stockholders agreement, which will amend and restate in its entirety the existing stockholders…

A/N and Liberty Broadband currently have governance rights that give them influence over corporate transactions and other matters.

The risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the Cox Transactions.

Under the terms of the Transaction Agreement, Charter and Cox Communications are subject to certain restrictions on the conduct of their respective businesses prior to the Closing.

We are obligated to fund $4.0 billion of cash consideration under the Transaction Agreement which we expect to fund by incurring indebtedness, and expect to assume approximately $12.6 billion of Cox Communications’ ou…

Our plans for funding the cash consideration and assuming indebtedness of Cox Communications may be adversely affected to the extent there are greater-than-expected increases in our indebtedness, lower-than-expected o…

The completion of the Cox Transactions is subject to a number of conditions, including, among other things, (i) the approval of the certificate amendment proposal by the affirmative vote of the holders of a majority o…

rates for broadcast content; new restrictions on the rates we charge to consumers for one or more of the services or equipment options we offer, including our ability to offer promotions; changes to the cable industry…

•the technical standard that we must use to carry broadcast stations;