Form 8-K

8-K — CHARTER COMMUNICATIONS, INC. /MO/

Accession: 0001104659-26-086302

Filed: 2026-07-23

Period: 2026-07-23

CIK: 0001091667

SIC: 4841 (CABLE & OTHER PAY TELEVISION SERVICES)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2621145d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2621145d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2621145d1_ex99-2.htm)

EX-99.3 — EXHIBIT 99.3 (tm2621145d1_ex99-3.htm)

EX-99.4 — EXHIBIT 99.4 (tm2621145d1_ex99-4.htm)

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8-K — FORM 8-K

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400 Washington Blvd.

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8-K

2026-07-23

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 23, 2026

Charter Communications, Inc.

CCO Holdings, LLC

CCO Holdings Capital Corp.

(Exact

name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation

or organization)

001-33664

84-1496755

001-37789

86-1067239

333-112593-01

20-0257904

(Commission File Number)

(I.R.S. Employer Identification Number)

400 Washington Blvd.

Stamford, Connecticut 06902

(Address of principal executive offices including

zip code)

(203) 905-7801

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class A Common Stock, $.001 Par Value

CHTR

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b- 2 of this chapter).

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. ☐

Co-Registrant CIK

0001271833

Co-Registrant Amendment Flag

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Co-Registrant Form Type

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Co-Registrant DocumentPeriodEndDate

2026-07-23

Incorporate State Country Code

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Co-Registrant Written Communications

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Co-Registrant Solicitating Materials

false

Co-Registrant PreCommencement Tender Offer

false

Co-Registrant PreCommencement Issuer Tender Offer

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Co-Registrant AddressLine1

400 Washington Blvd.

Co-Registrant City or Town

Stamford

Co-Registrant State

Connecticut

Co-Registrant Postal Zip code

06901

Co-Registrant City area code

203

Co-Registrant Local Phone number

905-7801

Co-Registrant Emerging Growth Company

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Co-Registrant CIK

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Co-Registrant Amendment Flag

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Co-Registrant Form Type

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Co-Registrant DocumentPeriodEndDate

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Incorporate State Country Code

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Co-Registrant Written Communications

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false

Co-Registrant PreCommencement Tender Offer

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Co-Registrant PreCommencement Issuer Tender Offer

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Co-Registrant AddressLine1

400 Washington Blvd.

Co-Registrant City or Town

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Co-Registrant State

Connecticut

Co-Registrant Postal Zip code

06901

Co-Registrant City area code

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Co-Registrant Local Phone number

905-7801

Co-Registrant Emerging Growth Company

false

ITEM 7.01. REGULATION FD DISCLOSURE.

On July 23, 2026, Charter

Communications, Inc. (the “Charter”) announced that its wholly-owned subsidiaries, Charter Communications Operating, LLC (“CCO”)

and Charter Communications Operating Capital Corp. (together with CCO, the “Issuers”) commenced (a) a private offer to exchange

(the “Pool 1 Offer”) the outstanding (i) 3.500% Senior Secured Notes due 2042 (“Old 2042 Notes”), (ii) 3.500%

Senior Secured Notes due 2041 (“Old 2041 Notes”), (iii) 4.500% senior debentures due 2042 (“Old 2042 Debentures”),

(iv) 5.375% Senior Secured Notes due 2047 (“Old 2047 Notes”), (v) 2.300% Senior Secured Notes due 2032 (“Old 2032 Notes”),

(vi) 2.800% Senior Secured Notes due 2031 (“Old 2031 Notes”), and (vii) 2.250% Senior Secured Notes due 2029 (“Old 2029

Notes” and, together with the Old 2042 Notes, the Old 2041 Notes, the Old 2042 Debentures, the Old 2047 Notes, the Old 2032 Notes,

the Old 2031 Notes, the “Pool 1 Notes”) issued by the Issuers or Time Warner Cable, LLC, as applicable, for a combination

of cash consideration and up to $1,750,000,000 in aggregate principal amount of a new series of Senior Secured Notes due 2038 (the

“New 2038 Notes”) to be issued by the Issuers with registration rights and (b) a private offer to exchange (the “Pool

2 Offer” and, together with the Pool 1 Offer, the “Exchange Offers”) the outstanding (i) 3.700% senior

secured notes due 2051 (“Old 2051 Notes”), (ii) 3.900% senior secured notes due 2052 (“Old 2052 Notes”), (iii)

4.800% Senior Secured Notes due 2050 (“Old 2050 Notes”), (iv) 5.125% Senior Secured Notes due 2049 (“Old 2049 Notes”),

and (v) 5.250% Senior Secured Notes due 2053 (“Old 2053 Notes” and, together with the Old 2051 Notes, the Old 2052 Notes,

Old 2050 Notes and Old 2049 Notes, the “Pool 2 Notes” and, together with the Pool 1 Notes, the “Old Notes”) issued

by the Issuers for a combination of cash consideration and up to $1,750,000,000 in aggregate principal amount of a new series of Senior

Secured Notes due 2041 (the “New 2041 Notes” and, together with the New 2038 Notes, the “New Notes”) to

be issued by the Issuers with registration rights.

The complete terms and conditions

of the Exchange Offers are set forth in an offering memorandum dated July 23, 2026 that will be sent to eligible holders of the Old

Notes. Holders of Old Notes validly tendered and accepted pursuant to the terms of the Exchange Offers will receive the consideration

plus Accrued Interest for such Old Notes, as determined in the manner described in the Offering Memorandum. The Exchange Offers will expire

at 5:00 PM New York City time, on August 20, 2026, unless extended or earlier terminated (the “Expiration Date”).

The New Notes have not been

registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or any other applicable securities

laws. Therefore, the New Notes may not be offered or sold except pursuant to an exemption from or in a transaction not subject to the

registration requirements of the Securities Act and the applicable state securities laws.

The information contained

in this Current Report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act

of 1934, as amended, or otherwise subject to the liabilities of that Section. Further, such information shall not be deemed incorporated

by reference into any reports or filings with the Securities Exchange Commission, whether made before or after the date hereof, except

as expressly set forth by specific reference in such report or filing.

A press release announcing

the Exchange Offers is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 8.01. OTHER EVENTS.

As previously disclosed, on

May 16, 2025, Charter entered into a Transaction Agreement (the “Cox Communications Transaction Agreement”) by and among Charter,

Charter Communications Holdings, LLC, a Delaware limited liability company and subsidiary of Charter (“Charter Holdings”),

and Cox Enterprises, Inc., a Delaware corporation (“Cox Enterprises”), pursuant to which (i) Cox Enterprises will sell and

transfer to Charter 100% of the equity interests of certain subsidiaries of Cox Communications, Inc., a wholly owned subsidiary of Cox

Enterprises (“Cox Communications”), that conduct Cox Communications’ commercial fiber and managed IT and cloud services

businesses, (ii) Cox Enterprises will contribute the equity interests of Cox Communications (after its conversion into a limited liability

company pursuant to a preclosing restructuring) and certain other assets (other than certain excluded assets) primarily related to Cox

Communications’ residential cable business to Charter Holdings and (iii) Cox Enterprises will pay $1.00 to Charter (the transactions

described in clauses (i)-(iii), collectively, the “Cox Transactions”).

Charter is filing this Current

Report on Form 8-K to provide the (i) audited consolidated financial statements of Cox Communications as of December 31, 2025 and 2024,

and for each of the years in the three-year period ended December 31, 2025, and the related notes thereto, (ii) unaudited interim condensed

consolidated financial statements of Cox Communications as of and for the three months ended March 31, 2026, and (iii) certain pro forma

financial information regarding the Cox Transactions as of and for the three months ended March 31, 2026 and for the year ended December

31, 2025. The unaudited pro forma condensed combined financial statements as of and for the three months ended March 31, 2026 and for

the year ended December 31, 2025 are intended to reflect the impact of the Cox Transactions on the consolidated financial statements of

Charter as if the Cox Transactions had occurred as of March 31, 2026 for the unaudited pro forma condensed combined balance sheet and

as of January 1, 2025 for the unaudited pro forma condensed combined statements of operations.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press Release, dated July 23, 2026.

99.2

Audited consolidated financial statements of Cox Communications as of December 31, 2025 and 2024, and for each of the years in the three-year period ended December 31, 2025, and the accompanying notes thereto

99.3

Unaudited interim condensed consolidated financial statements of Cox Communications, Inc. as of and for the three months ended March 31, 2026, and the accompanying notes thereto.

99.4

Unaudited pro forma condensed combined financial statements of Charter Communications, Inc. as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025, and the accompanying notes thereto.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, each of Charter Communications, Inc., CCO Holdings, LLC and CCO Holdings Capital Corp. has duly caused

this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

CHARTER COMMUNICATIONS,

INC.

Registrant

By:

/s/ Kevin D. Howard

Kevin D. Howard

Date: July 23, 2026

Executive Vice President, Chief Accounting Officer and Controller

CCO Holdings, LLC

Registrant

By:

/s/ Kevin D. Howard

Kevin D. Howard

Date: July 23, 2026

Executive Vice President, Chief Accounting Officer and Controller

CCO Holdings Capital Corp.

Registrant

By:

/s/ Kevin D. Howard

Kevin D. Howard

Date: July 23, 2026

Executive Vice President, Chief Accounting Officer and Controller

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2621145d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Charter Announces Debt Exchange Offers

STAMFORD, Connecticut - July

23, 2026 - Charter Communications, Inc. (NASDAQ: CHTR) (along with its subsidiaries, “Charter”) announced today

the commencement by its wholly-owned subsidiaries, Charter Communications Operating, LLC (“CCO”), Charter Communications Operating

Capital Corp. (“CCO Capital” and, together with CCO, collectively, the “CCO Issuers” or the “Company”)

and Time Warner Cable, LLC (the “TWC Issuer” and, together with CCO Issuers, the “Old Notes Issuers”) of a private

offer to exchange (the “Pool 1 Offer”) seven series of notes issued by the CCO Issuers or the TWC Issuer, as applicable (collectively,

the “Pool 1 Notes”), for a combination of cash consideration and a new series of Senior Secured Notes due 2038 (the “New

2038 Notes”) to be issued by the CCO Issuers with registration rights, as described and for the consideration summarized in the

table below. The aggregate principal amount of Pool 1 Notes of each series that are accepted for exchange will be based on, among other

things, the order of acceptance priority for such series as set forth in the table below and, with respect to the 4.500% senior debentures

due 2042 issued by the TWC Issuer (the “4.500% Notes”), the sub-cap with respect to the aggregate principal amount of such

series set forth in the table below (the “4.500% Notes Sub-Cap”), such that the aggregate principal amount of Pool 1 Notes

accepted in the Pool 1 Offer results in the issuance of New 2038 Notes in an amount not exceeding $1,750,000,000 (the “New 2038

Notes Cap”).

Issuer(s)

Title of

Security

Aggregate

Principal

Amount

Outstanding

CUSIP No./

ISIN(1)

Acceptance

Priority

Level(2)

Sub-Cap(2)

Reference

Treasury

Bloomberg

Reference

Page(3)

Fixed

Spread

(Basis

Points)

Early

Exchange

Premium(4)(5)

Cash

Component(6)

CCO Issuers

3.500% senior secured notes due 2042

$1,236,000,000

161175CE2 / US161175CE27

N/A

5.000% due May 15, 2046

FIT 1

+165 Bps

$50.00

$95.00

3.500% senior secured notes due 2041

$1,479,000,000

161175BZ6 / US161175BZ64

N/A

4.375% due May 15, 2036

FIT 1

+215 Bps

$50.00

$130.00

Time Warner Cable, LLC (“TWC Issuer” or “TWC”)

4.500% senior debentures due 2042

$1,250,000,000

88732JBD9 / US88732JBD90

$450,000,000

5.000% due May 15, 2046

FIT 1

+190 Bps

$50.00

$305.00

CCO Issuers

5.375% senior secured notes due 2047

$2,265,000,000

161175BL7 / US161175BL78

161175BD5 /

US161175BD52

N/A

5.000% due May 15, 2046

FIT 1

+215 Bps

$50.00

$120.00

2.300% senior secured notes due 2032

$1,000,000,000

161175BX1 / US161175BX17

N/A

4.125% due June 30, 2031

FIT 1

+110 Bps

$50.00

$0.00

2.800% senior secured notes due 2031

$1,590,000,000

161175BU7 / US161175BU77

N/A

4.125% due June 30, 2031

FIT 1

+110 Bps

$50.00

$0.00

2.250% senior secured notes due 2029

$1,250,000,000

161175CD4 / US161175CD44

N/A

4.125% due July 15, 2029

FIT 1

+80 Bps

$50.00

$0.00

(1) No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed in the Offering Memorandum (as defined

below). Such CUSIP and ISIN numbers are provided solely for the convenience of the holders of Pool 1 Notes.

(2) Subject to the New 2038 Notes Cap and, solely with respect to the 4.500% Notes, the 4.500% Notes Sub-Cap set forth in this table and

proration, the principal amount of each series of Pool 1 Notes that is purchased in the Pool 1 Offer will be determined in accordance

with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 7 being

the lowest) specified in this column.

(3) The Bloomberg Reference Page/Screen is provided for convenience only. To the extent any Bloomberg Reference Page/Screen changes prior

to the Pricing Time (as defined below), the Joint-Lead Dealer Managers referred to below will quote the applicable Reference Treasury

Security from the updated Bloomberg Reference Page/Screen.

(4) Per $1,000 principal amount of the Pool 1 Notes validly tendered prior to or at the Early Tender Date (and not validly withdrawn at

or prior to the Withdrawal Deadline (as defined below)) and accepted for exchange, to be paid in the form of New 2038 Notes.

(5) The Total Exchange Consideration (as defined below) for the Pool 1 Notes validly tendered prior to or at the Early Tender Date (and

not validly withdrawn at or prior to the Withdrawal Deadline) and accepted for exchange is inclusive of the Early Exchange Premium.

(6) Represents the portion of the Total Exchange Consideration or the Base Exchange Consideration in each case for the Pool 1 Notes, as

applicable, that will be payable in cash per $1,000 principal amount of Pool 1 Notes validly tendered and accepted for exchange.

Charter also announced today

the commencement by CCO Issuers of a private offer to exchange (the “Pool 2 Offer”) five series of notes (collectively, the

“Pool 2 Notes” and, together with the Pool 1 Notes, the “Old Notes” and each series of Old Notes, a “series

of Old Notes”) for a combination of cash and a new series of Senior Secured Notes due 2041 (the “New 2041 Notes” and,

together with the New 2038 Notes, the “New Notes” and each series of New Notes, a “series of New Notes”) to be

issued by the CCO Issuers with registration rights, as described and for the consideration summarized in the table below. The aggregate

principal amount of Pool 2 Notes of each series that are accepted for exchange will be based on, among other things, the order of acceptance

priority for such series as set forth in the table below, such that the aggregate principal amount of Pool 2 Notes accepted in the Pool

2 Offer results in the issuance of New 2041 Notes in an amount not exceeding $1,750,000,000 (the “New 2041 Notes Cap”).

Issuer(s)

Title of

Security

Aggregate

Principal

Amount

Outstanding

CUSIP No./

ISIN(1)

Acceptance

Priority

Level(2)

Sub-Cap(2)

Reference

Treasury

Bloomberg

Reference

Page(3)

Fixed

Spread

(Basis

Points)

Early

Exchange

Premium(4)(5)

Cash

Component(6)

CCO Issuers

3.700% senior secured notes due 2051

$2,050,000,000

161175BV5 / US161175BV50

N/A

4.750% due February 15, 2056

FIT 1

+190 Bps

$50.00

$0.00

3.900% senior secured notes due 2052

$2,400,000,000

161175CA0 / US161175CA05

N/A

4.750% due February 15, 2056

FIT 1

+195 Bps

$50.00

$0.00

4.800% senior secured notes due 2050

$2,473,000,000

161175BT0 / US161175BT05

N/A

4.750% due February 15, 2056

FIT 1

+205 Bps

$50.00

$117.50

5.125% senior secured notes due 2049

$1,244,000,000

161175BS2 / US161175BS22

N/A

5.000% due May 15, 2046

FIT 1

+220 Bps

$50.00

$150.00

5.250% senior secured notes due 2053

$1,500,000,000

161175CK8 / US161175CK86

N/A

4.750% due February 15, 2056

FIT 1

+210 Bps

$50.00

$190.00

(1) No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed in the Offering Memorandum. Such CUSIP

and ISIN numbers are provided solely for the convenience of the holders of Pool 2 Notes.

(2) Subject to the New 2041 Notes Cap and, the principal amount of each series of Pool 2 Notes that is purchased in the Pool 2 Offer will

be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance

Priority Level and 5 being the lowest) specified in this column.

(3) The Bloomberg Reference Page/Screen is provided for convenience only. To the extent any Bloomberg Reference Page/Screen changes prior

to the Pricing Time, the Joint-Lead Dealer Managers referred to below will quote the applicable Reference Treasury Security from the updated

Bloomberg Reference Page/Screen.

(4) Per $1,000 principal amount of the Pool 2 Notes validly tendered prior to or at the Early Tender Date (and not validly withdrawn at

or prior to the Withdrawal Deadline) and accepted for exchange, to be paid in the form of New 2041 Notes.

(5) The Total Exchange Consideration for the Pool 2 Notes validly tendered prior to or at the Early Tender Date (and not validly withdrawn

at or prior to the Withdrawal Deadline) and accepted for exchange is inclusive of the Early Exchange Premium.

(6) Represents the portion of the Total Exchange Consideration or the Base Exchange Consideration in each case for the Pool 2 Notes, as

applicable, that will be payable in cash per $1,000 principal amount of Pool 2 Notes validly tendered and accepted for exchange.

Eligible Holders (as defined

below) of Old Notes who validly tendered at or prior to the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal

Deadline), and whose Old Notes are accepted pursuant to the terms of the applicable Exchange Offers, will receive the Total Exchange Consideration.

The Total Exchange Consideration (which includes the Early Exchange Premium) for each $1,000 principal amount of Old Notes validly tendered

at or prior to the Early Tender Date (and not validly withdrawn at or prior to the Withdrawal Deadline) and accepted for exchange pursuant

to the terms of the applicable Exchange Offers will be divided into (i) a cash payment equal to the applicable Cash Component and (ii)

a principal amount of the applicable series of New Notes equal to the Total Exchange Consideration of the series of outstanding Old Notes

tendered minus such Cash Component. The “Total Exchange Consideration” for each $1,000 principal amount of Old Notes validly

tendered at or prior to the Early Tender Date (as defined below) (and not validly withdrawn at or prior to the Withdrawal Deadline) and

accepted for exchange pursuant to the terms of the applicable Exchange Offers will be determined in accordance with standard market practice,

as described in the Offering Memorandum using the applicable “Exchange Offer Yield,” which will be equal to the sum of (i)

the yield to maturity (the “Reference Yield”) based on the bid side price of the U.S. Treasury Security (the “Reference

U.S. Treasury Security”) specified on the tables above for each series of Old Notes, as calculated by the Joint-Lead Dealer Managers

(as defined below) at 10:00 a.m., New York City time, on August 6, 2026 (subject to certain exceptions set forth herein, such time and

date, as the same may be extended, the “Pricing Time”) appearing on the Bloomberg Reference Page specified on the front cover

of the Offering Memorandum for such series of Old Notes (or any other recognized quotation source selected by the Joint-Lead Dealer Managers

in their sole discretion if such quotation report is not available or manifestly erroneous), plus (ii) the applicable fixed spread (the

“Fixed Spread”) specified for each series of Old Notes in the tables above. The Total Exchange Consideration will include

the Early Exchange Premium.

The New 2038 Notes will bear

interest at a rate per annum to be determined as of the Pricing Time, as the sum of (a) the bid-side yield on the 4.375% U.S. Treasury

Notes due May 15, 2036 (the “Benchmark Security”), as calculated by the Joint-Lead Dealer Managers in accordance with

standard market practice, as of the Pricing Time as displayed on the Bloomberg Reference Page FIT 1 (or any recognized quotation source

selected by the Joint-Lead Dealer Managers in their sole discretion if the Bloomberg Reference Page FIT 1 is not available or is manifestly

erroneous), plus (b) 2.450%, rounded to the nearest 0.001%, such that the New 2038 Notes will be issued at par. The New 2041 Notes will

bear interest at a rate per annum to be determined as of the Pricing Time, as the sum of (a) the bid-side yield on the Benchmark Security,

as calculated by the Joint-Lead Dealer Managers in accordance with standard market practice, as of the Pricing Time as displayed on the

Bloomberg Reference Page FIT 1 (or any recognized quotation source selected by the Joint-Lead Dealer Managers in their sole discretion

if the Bloomberg Reference Page FIT 1 is not available or is manifestly erroneous), plus (b) 2.700%, rounded to the nearest 0.001%, such

that the New 2041 Notes will be issued at par.

Set forth below is a table

summarizing certain material terms of the New Notes:

Title of Series

Maturity Date

Benchmark Security

Spread to Benchmark

Security (bps)

New 2038 Notes

September 1, 2038

4.375% UST due May 15, 2036

245

New 2041 Notes

September 1, 2041

4.375% UST due May 15, 2036

270

Eligible Holders of Old Notes

who validly tendered after the Early Tender Date but on or prior to the Expiration Date, and whose Old Notes are accepted pursuant to

the terms of the applicable Exchange Offers, will receive the Base Exchange Consideration. The Base Exchange Consideration for each series

of Old Notes validly tendered and accepted for exchange pursuant to the Exchange Offers will equal the Total Exchange Consideration for

such series of Old Notes minus the applicable Early Exchange Premium for such series of Old Notes.

In addition, Eligible Holders

of Old Notes who validly tendered their Old Notes on or prior to the Expiration Date, and whose Old Notes are accepted pursuant to the

terms of the applicable Exchange Offers, will receive in cash accrued and unpaid interest from the last applicable interest payment date

to, but excluding, the date on which the exchange of such Old Notes is settled (the “Accrued Interest”), plus amounts

due in lieu of fractional amounts of New Notes. Eligible Holders who receive New Notes in exchange for Old Notes on the Final Settlement

Date (as defined below) will receive New Notes that will, if the Early Settlement Date (as defined below) has occurred, have an embedded

entitlement to pre-issuance interest for the period from, and including, the Early Settlement Date to, but not including, the Final Settlement

Date. As a result, the cash payable for Accrued Interest on the Old Notes exchanged on the Final Settlement Date will be reduced by the

amount of pre-issuance interest on the New Notes exchanged therefor.

The Exchange Offers are being

conducted upon the terms and subject to the conditions set forth in an offering memorandum, dated July 23, 2026 (the “Offering Memorandum”).

The Company reserves the right, in its sole and absolute discretion, to increase the New 2038 Notes Cap or the New 2041 Notes Cap without

extending the Withdrawal Deadline or otherwise reinstating withdrawal rights.

The consummation of each Exchange

Offer is subject to and conditioned upon the satisfaction or waiver of certain conditions, including, (i) that with respect to each series

of New Notes, at least $500,000,000 aggregate principal amount of such series of New Notes would be issued on the Early Settlement Date,

(ii) that as of the Pricing Time, the combination of the yield of the New Notes and the Total Exchange Consideration or the Base Exchange

Consideration, as applicable, for the applicable series of Old Notes would result in the New Notes and such Old Notes being treated as

“substantially different” under FASB Accounting Standards Codification (“ASC”) 470-50 and (iii) that with respect

to any Old Notes validly tendered pursuant to any Exchange Offer that will be exchanged on the Final Settlement Date, we determine that

the New Notes to be issued on the Final Settlement Date in such Exchange Offer will be treated as part of the same issue as the New Notes,

if any, issued on the Early Settlement Date for U.S. federal income tax purposes. The Company reserves the right, in its sole discretion,

to (i) amend the terms of any Exchange Offer or (ii) waive or amend any condition described in the Offering Memorandum with respect to

any Exchange Offer, without extending the Early Tender Date or the Withdrawal Deadline or otherwise reinstating withdrawal rights for

any Exchange Offer, subject to applicable law.

Only Eligible Holders of Old

Notes who validly tender their Old Notes at or before 5:00 p.m. New York City time on August 5, 2026, subject to any extension by the

Company (the “Early Tender Date”), who do not validly withdraw their tenders and whose Old Notes are accepted for exchange,

will receive an early exchange premium as set forth in the tables above (the “Early Exchange Premium”).

The Exchange Offers will expire

at 5:00 p.m., New York City time, on August 20, 2026, unless extended or earlier terminated by the Company (the “Expiration Date”).

Tenders of Old Notes submitted in the Exchange Offers at or prior to 5:00 p.m. New York City time on August 5, 2026, subject to any extension

by the Company (the “Withdrawal Deadline”), may be validly withdrawn at any time prior to the Withdrawal Deadline, but thereafter

will be irrevocable, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by

the Company). Tenders submitted in the Exchange Offers after the Withdrawal Deadline will be irrevocable except in the limited circumstances

where additional withdrawal rights are required by law (as determined by the Company).

The Company reserves the right,

but is under no obligation, at any point following the Early Tender Date and before the Expiration Date, to accept for exchange any Old

Notes validly tendered at or prior to the Early Tender Date (the date of such exchange, the “Early Settlement Date”). The

Early Settlement Date will be determined at the Company’s option and is currently expected to occur on August 12, 2026, the fifth

business day immediately following the Early Tender Date. If, after the Early Tender Date, the Company choose to exercise its options

to have an Early Settlement Date and all conditions to the relevant Exchange Offers have been or are concurrently satisfied or waived

by the Company, the Old Notes Issuers will, subject to the terms of the Exchange Offers, accept for exchange all Old Notes validly tendered

in the Exchange Offers prior to the Early Tender Date subject to proration, and the exchange for such Old Notes will be made on the Early

Settlement Date.

The Final Settlement Date

for the Exchange Offers will be promptly after the Expiration Date and is currently expected to occur on August 24, 2026, the second business

day immediately following the Expiration Date (the “Final Settlement Date”).

The Exchange Offers are

only being made, and the New Notes and related guarantees are only being offered and will only be issued to holders of Old Notes who are

(1) reasonably believed to be “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the Securities

Act (“Rule 144A”) or (2) outside the United States to persons other than “U.S. persons” as defined in Rule 902

under the Securities Act in offshore transactions in compliance with Regulation S under the Securities Act (“Regulation S”)

(such holders, the “Eligible Holders”). Only Eligible Holders who have properly completed and returned the eligibility certification,

which is available from the Information Agent, are authorized to receive and review the Offering Memorandum and to participate in the

Exchange Offers. Additionally, in order to participate in the Exchange Offers, Eligible Holders located in Canada are required to complete,

sign and submit to the Information Agent a Canadian Eligibility Form (which is available from the Information Agent). There is no separate

letter of transmittal in connection with the offering memorandum.

The New Notes and related

guarantees have not been registered under the Securities Act or any state securities laws. Therefore, the New Notes and related guarantees

may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the

Securities Act and any applicable state securities laws.

Holders are advised to check

with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary needs to receive

instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted)

revoke their instruction to participate in the Exchange Offers before the deadlines specified herein and in the Offering Memorandum, eligibility

certification and Canadian Eligibility Form. The deadlines set by each clearing system for the submission and withdrawal of exchange instructions

will also be earlier than the relevant deadlines specified herein and in the Offering Memorandum, eligibility certification and Canadian

Eligibility Form.

This press release is not

an offer to sell or a solicitation of an offer to buy any of the securities described herein. The Exchange Offers are being made solely

by the Offering Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law.

Barclays Capital Inc., Citigroup

Global Markets Inc. and Morgan Stanley & Co. LLC are serving as the dealer managers for the Exchange Offers (the “Joint Lead

Dealer Managers”). Questions regarding the Exchange Offers may be directed to Barclays Capital Inc., Liability Management Group

at (800) 438-3242 (toll free) or (212) 528-7581 (collect), Citigroup Global Markets Inc., Liability Management Group

at (800) 558-3745 (toll free) or (212) 723-6106 (collect) or Morgan Stanley & Co. LLC, Liability Management

Group at (800) 624-1808 (toll free) or (212) 761-1057 (collect).

D.F. King & Co., Inc.

will act as the exchange agent and information agent for the Exchange Offers. Documents relating to the Exchange Offers will only be distributed

to holders of Old Notes who certify that they are Eligible Holders. Questions or requests for assistance related to the Exchange Offers

or for additional copies of the Offering Memorandum, eligibility certification or Canadian beneficial holder form may be directed to D.F.

King & Co., Inc. at (888) 644-5854 (toll-free) or (646) 981-1289 (banks and brokers) or by email at charter@dfking.com. You may also

contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers. The Offering

Memorandum, eligibility certification and Canadian beneficial holder form can be accessed at the following link: www.dfking.com/charter.

About Charter

Charter Communications, Inc. (NASDAQ:CHTR) is

a leading broadband connectivity company with services available to nearly 59 million homes and small to large businesses across 41 states

through its Spectrum brand. Founded in 1993, Charter has evolved from providing cable TV to streaming, and from high-speed Internet to

a converged broadband, WiFi and mobile experience. Over the Spectrum Fiber Broadband Network and supported by our 100% U.S.-based employees,

the company offers Seamless Connectivity and Entertainment with Spectrum Internet®, Mobile, TV and Voice products.

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

# # #

Contact:

Media:

Analysts:

Justin Venech

Stefan Anninger

203-905-7818

203-905-7955

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This press release includes

forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities

Exchange Act of 1934, as amended, regarding, among other things, the Exchange Offers. Although we believe that our plans, intentions and

expectations as reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve

or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions

including, without limitation, the factors described under "Risk Factors" from time to time in Charter’s filings with

the SEC. Many of the forward-looking statements contained in this press release may be identified by the use of forward-looking words

such as “believe,” “future,” “expect,” “anticipate,” “should,” “planned,”

“will,” “may,” “intend,” “estimated,” “aim,” “on track,” “target,”

“opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,”

“project,” “initiatives,” “seek,” “would,” “could,” “continue,”

“ongoing,” “upside,” “increases,” “grow,” “focused on” and “potential,”

among others.

All forward-looking statements attributable to

the Company or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. The Company

is under no duty or obligation to update any of the forward-looking statements after the date of this press release.

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2621145d1_ex99-2.htm · Sequence: 3

Exhibit 99.2

COX COMMUNICATIONS, INC.

(A Wholly-Owned Subsidiary of Cox Enterprises, Inc.)

TABLE OF CONTENTS

Page

Independent

Auditor’s Report

Consolidated

Financial Statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023

Consolidated

Balance Sheets

Consolidated

Statements of Operations

Consolidated

Statements of Cash Flows

Consolidated

Statements of Changes in Equity

Notes

to Consolidated Financial Statements

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Shareholders of

Cox Communications, Inc.:

Opinion

We have audited the consolidated financial statements

of Cox Communications, Inc. and subsidiaries (the "Company") (a wholly owned subsidiary of Cox Enterprises, Inc.),

which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the related consolidated statements of operations,

changes in equity, and cash flows for the three years then ended December 31, 2025 and the related notes to the consolidated financial

statements (collectively referred to as the "financial statements").

In our opinion, the accompanying financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the

results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in accordance with

accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing

standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described

in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent

of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial

Statements

Management is responsible for the preparation

and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of

America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of

financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management

is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's

ability to continue as a going concern for one year after the date that the financial statements are issued.

Auditor's Responsibilities for the Audit of

the Financial Statements

Our objectives are to obtain reasonable assurance

about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an

auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore

is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk

of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,

forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there

is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based

on the financial statements.

In performing an audit in accordance with GAAS,

we:

● Exercise

professional judgment and maintain professional skepticism throughout the audit.

-2-

● Identify

and assess the risks of material misstatement of the financial statements, whether due to

fraud or error, and design and perform audit procedures responsive to those risks. Such procedures

include examining, on a test basis, evidence regarding the amounts and disclosures in the

financial statements.

● Obtain

an understanding of internal control relevant to the audit in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion

on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.

● Evaluate

the appropriateness of accounting policies used and the reasonableness of significant accounting

estimates made by management, as well as evaluate the overall presentation of the financial

statements.

● Conclude

whether, in our judgment, there are conditions or events, considered in the aggregate, that

raise substantial doubt about the Company's ability to continue as a going concern for a

reasonable period of time.

We are required to communicate with those charged

with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal

control-related matters that we identified during the audit.

/s/ Deloitte & Touche LLP

Atlanta, GA

February 27, 2026

-3-

COX COMMUNICATIONS, INC.

(A Wholly-Owned Subsidiary of Cox Enterprises, Inc.)

CONSOLIDATED BALANCE SHEETS

December 31

(in millions)

2025

2024

ASSETS

Cash and cash equivalents

$ 64

$ 97

Accounts receivable — net of allowance of $38 and $32, respectively

657

603

Amounts due from Cox Enterprises, Inc.

4,025

4,273

Prepaid expenses and other current assets

352

310

Total current assets

5,098

5,283

Property and equipment — net

12,603

12,216

Goodwill

1,260

Intangible assets — net

11,374

17,009

Other noncurrent assets

394

513

TOTAL ASSETS

$ 30,729

$ 36,281

LIABILITIES AND EQUITY

LIABILITIES

Accounts payable

$ 497

$ 565

Accrued labor and benefits

482

668

Accrued programming costs

180

203

Accrued expenses and other current liabilities

790

792

Current portion of long-term debt

1,038

877

Total current liabilities

2,987

3,105

Long-term debt

11,474

12,323

Deferred income taxes

4,446

5,465

Other noncurrent liabilities

873

902

Total liabilities

19,780

21,795

EQUITY

Common stock, $1.00 par value; 1,000 shares authorized and 100 shares issued and outstanding

—

Additional paid-in capital

4,540

4,429

Retained earnings

6,409

10,057

Total equity

10,949

14,486

TOTAL LIABILITIES AND EQUITY

$ 30,729

$ 36,281

See notes to Consolidated Financial Statements.

-4-

COX COMMUNICATIONS, INC.

(A Wholly-Owned Subsidiary of Cox Enterprises, Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31,

(in millions)

2025

2024

2023

REVENUES

$ 12,531

$ 13,073

$ 13,326

OPERATING EXPENSES:

Operating costs and expenses (a)

7,543

8,134

8,261

Depreciation and amortization

2,158

2,183

2,099

Impairment of intangible assets

5,604

—

Other — net

192

206

(32 )

Total operating expenses

15,497

10,523

10,328

OPERATING (LOSS) INCOME

(2,966 )

2,550

2,998

NON-OPERATING EXPENSES:

Interest expense — net

(424 )

(373 )

(361 )

Investment expense — net

(58 )

(47 )

(151 )

Miscellaneous income — net

Total non-operating expenses

(454 )

(375 )

(469 )

(LOSS) INCOME BEFORE INCOME TAXES

(3,420 )

2,175

2,529

INCOME TAX BENEFIT (EXPENSE)

772

(450 )

(626 )

NET (LOSS) INCOME

(2,648 )

1,725

1,903

Less: Net loss attributable to noncontrolling interests

—

NET (LOSS) INCOME ATTRIBUTABLE TO COX COMMUNICATIONS, INC.

$ (2,648 )

$ 1,725

$ 1,921

(a) See Note 13 — Transactions with Affiliated

Companies and Related Parties for impacts associated with related parties.

See notes to Consolidated Financial Statements.

-5-

COX COMMUNICATIONS, INC.

(A Wholly-Owned Subsidiary of Cox Enterprises, Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31,

(in millions)

2025

2024

2023

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income

$ (2,648 )

$ 1,725

$ 1,903

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization

2,158

2,183

2,099

Deferred income taxes

(1,019 )

(4 )

150

Investment expense — net

151

Impairment of intangible assets

5,604

—

Provision for doubtful accounts

Restructuring and other

(65 )

180

—

Changes in certain assets and liabilities:

Increase in accounts receivable

(147 )

(128 )

(84 )

Increase in prepaid expenses and other assets

(11 )

(10 )

(66 )

Decrease in accounts payable

(69 )

(66 )

—

(Decrease) increase in accrued expenses and other liabilities

(117 )

(6 )

Other — net

(12 )

(26 )

Net cash provided by operating activities

3,826

3,990

4,261

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures

(2,247 )

(2,497 )

(2,867 )

Decrease (increase) in amounts due from Cox Enterprises, Inc.

248

(2,938 )

(387 )

Acquisition — net of cash acquired

—

(239 )

Other — net

Net cash used in investing activities

(1,953 )

(5,390 )

(3,461 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of debt

—

2,998

1,000

Repayment of debt

(885 )

(576 )

(490 )

Purchases of subsidiary shares from noncontrolling interests

—

(516 )

Dividends paid

(1,000 )

(750 )

Other — net

(21 )

(45 )

(27 )

Net cash (used in) provided by financing activities

(1,906 )

1,377

(783 )

NET CHANGE IN CASH AND CASH EQUIVALENTS

(33 )

(23 )

CASH AND CASH EQUIVALENTS — Beginning of period

120

103

CASH AND CASH EQUIVALENTS — End of period

$ 64

$ 97

$ 120

See notes to Consolidated Financial Statements.

-6-

COX COMMUNICATIONS, INC.

(A Wholly-Owned Subsidiary of Cox Enterprises, Inc.)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in millions)

Common

Stock

Additional

Paid-In

Capital

Retained

Earnings

Noncontrolling

Interests

Total

BALANCE — January 1, 2023

$ —

$ 4,814

$ 8,161

$ 52

$ 13,027

Net income (loss)

—

1,921

(18 )

1,903

Dividends

—

(750 )

—

(750 )

Purchase of subsidiary shares from noncontrolling interest — net

—

(385 )

—

(34 )

(419 )

BALANCE — December 31, 2023

—

4,429

9,332

—

13,761

Net income

—

1,725

—

1,725

Dividends

—

(1,000 )

—

(1,000 )

BALANCE — December 31, 2024

—

4,429

10,057

—

14,486

Net loss

—

(2,648 )

—

(2,648 )

Contribution to capital from Cox Enterprises, Inc.

—

111

—

111

Dividends

—

(1,000 )

—

(1,000 )

BALANCE — December 31, 2025

$ —

$ 4,540

$ 6,409

$ —

$ 10,949

See notes to Consolidated Financial Statements.

-7-

COX COMMUNICATIONS, INC.

(A Wholly-Owned Subsidiary of Cox Enterprises, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION

OF BUSINESS

Cox Communications, Inc. (together with

its consolidated subsidiaries, "Cox" or "the Company"), a wholly-owned subsidiary of Cox Enterprises, Inc. ("CEI"),

is committed to creating meaningful moments of human connection through technology. As the largest private broadband company in the United

States, Cox operates fiber-powered networks in more than 30 states, providing connections and advanced managed IT and cloud services

for homes and businesses. Cox Mobile, Cox's mobile phone service, is available across markets nationwide. The commercial division of

Cox, Cox Business, provides a broad commercial solutions portfolio, including advanced managed IT and cloud services and fiber-based

network solutions that support connected environments, unique hospitality experiences and diverse applications.

2. SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying Consolidated Financial Statements

have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and

include the accounts of Cox and all wholly-owned, majority-owned or controlled subsidiaries. All intercompany transactions and balances

have been eliminated in consolidation. Cox has included the results of operations of acquired companies from the date of acquisition.

Use of Estimates

The preparation of Consolidated Financial Statements

in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and

liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported

amounts of revenues and expenses during the reporting periods. Significant estimates include: (i) the useful lives and recoverability

of amortizing and depreciating long-lived assets; (ii) the fair value of indefinite-lived intangible assets; (iii) the fair

value of assets acquired and liabilities assumed in business combinations; (iv) capitalization rates for network construction and

capital activity percentages for subscriber installation costs: (v) the determination of long-term incentive compensation expense;

(vi) the determination of pension, postemployment and postretirement expense; and (vii) the accounting for income taxes. Cox

evaluates its estimates and assumptions on an ongoing basis. Estimates are evaluated based on available information and historical experience,

as well as other assumptions Cox believes reasonable under the circumstances. Actual results could differ from those estimates.

Business Combination

Assets acquired and liabilities assumed as part

of a business combination are recorded at their fair value at the date of acquisition. The excess of purchase price over the fair value

of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of identifiable assets, particularly intangible

assets and liabilities acquired requires management to make estimates, which are based on all available information and in some cases,

assumptions, with respect to the timing and amount of future revenues and expenses associated with an asset or liability.

-8-

Reclassifications

Certain reclassifications have been made to prior

year amounts to conform to the current year presentation.

Cash and Cash Equivalents

Cash and cash equivalents include all highly

liquid assets with maturities of three months or less at time of purchase. Cox receives day-to-day management services from CEI, with

settlements of outstanding balances between Cox and CEI occurring periodically at market interest rates. These services include the sweep

of Cox's deposited receipts into the CEI cash management system, as well as the coverage of Cox’s checks presented for payment,

inclusive of payments for acquisitions, payroll and certain other operating and capital expenditures.

Accounts Receivable and Allowance

for Credit Losses

Accounts receivable are recorded at net realizable

value. Cox measures its credit losses using a current expected credit loss model. The measurement of expected credit losses is based

on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts

that affect the collectability of the reported amount. The allowance for credit losses represents Cox's best estimate of probable future

losses in the accounts receivable balance, primarily based on known troubled accounts, historical experience and other currently available

evidence. Accounts receivable are written off against the allowance when Cox believes that the receivable will not be recovered.

Activity in the allowance for credit losses was

as follows:

December 31,

(in millions)

2025

2024

2023

Balance — beginning of year

$ (32 )

$ (33 )

$ (28 )

Charged to bad debt expense

(94 )

(95 )

(93 )

Write-offs — net of recoveries

Balance — end of year

$ (38 )

$ (32 )

$ (33 )

-9-

Property and Equipment

Property and equipment, including internally

developed software, are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the

assets' estimated useful lives. Depreciation commences on the date the assets are placed in service. Cox periodically evaluates the estimated

useful lives of its property and equipment to determine whether events or circumstances warrant revised estimates. Changes in estimated

useful lives are included prospectively in the period in which the changes occur. Expenditures for maintenance and repairs of property

and equipment are expensed as incurred.

The carrying amounts of property and equipment

and related estimated useful lives are as follows:

December 31,

(in millions, except for useful lives)

Estimated

Useful Lives

2025

2024

Transmission and distribution facilities

3 - 20 years

$ 20,464

$ 19,836

Computer hardware and software

3 - 5 years

5,394

5,209

Customer premise equipment

3 - 7 years

2,078

2,702

Finance lease assets

Various

1,220

1,028

Buildings and building improvements, including leasehold improvements

10 - 39 years (a)

1,266

1,245

Construction-in-progress

N/A

901

930

Other property and equipment

2 - 10 years

716

731

Land and land improvements

10 years

114

Property and equipment—at cost

$ 32,153

$ 31,795

Less accumulated depreciation

(19,550 )

(19,579 )

Property and equipment—net (b)

$ 12,603

$ 12,216

(a) Leasehold

improvements are depreciated over the lesser of the asset's estimated useful life or lease term.

(b) Includes

ROU assets under finance leases totaling $645 million and $376 million as of December 31, 2025 and 2024, respectively.

Depreciation expense, inclusive of finance lease

amortization, totaled $2.1 billion for the years ended December 31, 2025, 2024 and 2023.

Cox capitalizes costs associated with the construction

of and improvements to its cable transmission and distribution facilities, costs associated with acquiring and deploying new Cox-owned

customer premise equipment and costs associated with installation of its services in accordance with accounting guidance related to cable

television companies. Capitalized costs include all direct labor and materials, as well as certain indirect costs, which include employee

salaries and benefits, third-party labor costs, warehousing costs and transportation costs. For network construction, Cox uses standard

capitalization rates for direct labor and indirect costs. The capitalization rates are reviewed at least annually and any changes to

the estimates, which may be significant, are included prospectively in the period in which the evaluations are completed. For subscriber

installation costs, Cox uses estimated capital activity percentages related to building or rebuilding cable drop assets or deploying

new Cox-owned customer premise equipment and applies the percentages to actual direct and indirect costs incurred in the period. Costs

associated with subsequent installations of additional services are capitalized to the extent that they are directly attributable to

building or rebuilding of cable drop assets or deploying new Cox-owned customer premise equipment. Costs associated with subsequent disconnection

and reconnection services to existing customers are charged to cost of services as incurred.

-10-

Capitalization of internally developed software

costs occurs during the application development stage. Costs incurred during the preliminary project and post implementation stages,

including maintenance and training costs, are expensed as incurred. Cox also capitalizes certain costs associated with the purchase of

software licenses. Expenditures for maintenance and repairs of property and equipment are expensed as incurred.

At the time of retirements, sales or other dispositions

of property and equipment, the original cost and related accumulated depreciation are removed from the respective accounts and the gains

and losses are presented in the Consolidated Statements of Operations as other — net.

Goodwill

Valuation of Goodwill — Cox tests

goodwill for impairment at the reporting unit level. Cox is required to perform a goodwill impairment test annually and between annual

tests when an event or circumstance indicates that the fair value of a reporting unit may be less than its carrying amount. Goodwill

is tested for impairment as of December 31 each year. Cox has determined it has four reporting units: Residential, Commercial Core,

Fiber and Media. Cox has the option to first assess qualitative factors to determine whether it is more-likely-than-not that the carrying

value of a reporting unit exceeds its fair value. Cox evaluates the impact of various factors to the expected cash flows attributable

to the reporting unit, as well as other valuation assumptions that may impact fair value, including macroeconomic and industry conditions

and the overall financial performance of the reporting unit. If the reporting unit passes the qualitative assessment, no further testing

is required. If a qualitative assessment indicates that goodwill is more-likely-than-not impaired, Cox must perform a quantitative test

to compare the fair value of the reporting unit to its carrying value, including goodwill. The goodwill impairment amount, if any, represents

the excess of the reporting unit's carrying amount over its fair value, limited to the total amount of goodwill allocated to the reporting

unit.

Intangible Assets

Finite-Lived Intangible Assets —

Cox's intangible assets subject to amortization are comprised primarily of franchise renewal and contribution costs, customer relationships,

trade names and other contractual rights. Finite-lived intangible assets are amortized on a straight-line basis over the term of the

related agreements or estimated useful lives. Cox periodically evaluates the estimated useful lives of its finite-lived intangible assets

to determine whether events or circumstances warrant revised estimates. Any changes in estimated useful lives are included prospectively

in the period in which the changes occur.

Indefinite-Lived Intangible Assets —

Indefinite-lived intangible assets (primarily cable franchise value, trade names and CBRS spectrum licenses) are not amortized but

instead are tested for impairment as described below. Additionally, indefinite-lived intangible assets are reassessed each reporting

period to determine whether events or circumstances continue to support indefinite useful life classification.

Cox constructs and operates its cable systems

under nonexclusive cable franchise rights that are granted by state or local governmental authorities. Cox obtained these franchise rights

primarily through acquisitions of cable systems accounted for as business combinations.

-11-

State or local governmental authorities generally

issue cable television franchises for a fixed period, typically 10 to 15 years and those franchises are subject to renewal pursuant

to federal procedural and substantive requirements that create a significant expectation of franchise renewals. Cox has determined

that its cable franchise value has an indefinite useful life primarily because (i) there are no legal, regulatory, contractual,

competitive, economic or other factors limiting the period over which the cable franchise rights will continue to contribute to Cox's

cash flows, (ii) Cox has never had a cable franchise right revoked and has never been denied a franchise renewal, (iii) Cox's

renewal applications are granted by franchising authorities on their own merit and not as part of a comparative process with competing

applications and (iv) under the Cable Communications Policy Act of 1984, franchising authorities may not unreasonably withhold renewals

of cable system franchises. Cox will continue to reevaluate the expected life of its cable franchise rights each reporting period to

determine whether events and circumstances continue to support an indefinite useful life.

The Cox trade name intangible asset, which represents

the value associated with the Cox business name, is deemed to have an indefinite useful life, as the asset is expected to contribute

to Cox's cash flows for the foreseeable future.

The CBRS spectrum licenses are deemed to have

an indefinite useful life because there are no legal, regulatory, contractual, competitive, economic or other factors, which limit the

period over which these rights will contribute to Cox's cash flows.

Valuation of Indefinite-Lived Intangible Assets

— Cox tests its indefinite-lived intangible assets for impairment annually as of December 31 and between annual tests

if events or changes in circumstances indicate that the asset might be impaired. For its annual impairment test of indefinite-lived intangible

assets, Cox performs either a quantitative or qualitative assessment. In qualitatively assessing whether it is more-likely-than-not that

an indefinite-lived intangible asset is impaired, Cox assesses relevant events and circumstances that could affect the significant inputs

used to determine the fair value of the asset, including industry and market considerations, financial performance and legal and regulatory

factors. However, if the indefinite-lived intangible asset does not pass the qualitative assessment, then Cox will perform a quantitative

impairment test. When performing a quantitative assessment, if an asset's carrying value exceeds its estimated fair value, an impairment

charge is measured and recorded in an amount equal to the excess.

Assumptions about the economy, future cash flows,

growth rates, discount rates and other inputs used in developing fair value estimates are subjective. Cox considers the assumptions it

uses in fair value estimates to be reasonable. Cox maximizes the use of relevant observable inputs and minimizes the use of unobservable

inputs. Cox's use of unobservable inputs reflects the assumptions that market participants would use and may include Cox's own data adjusted

based on reasonably available information. Changes in key estimates in future quantitative assessments, such as projected cash flows,

competitive factors, discount rates and value of market transactions, may adversely impact the results of future impairment testing and

could necessitate the recognition of an impairment charge.

Cox evaluates the unit of accounting periodically

to ensure its impairment testing is performed at an appropriate level. For the year ended December 31, 2025, Cox evaluated its cable

franchise value assets and the Cox trade name asset as one unit of accounting, and the CBRS Spectrum licenses were evaluated as three

units of accounting, to align with the way the Company anticipates the assets to be utilized.

-12-

Valuation of Long-Lived Assets

Cox evaluates long-lived assets as an asset group

at the entity level. Cox evaluates long-lived assets (including property and equipment and finite-lived intangible assets) for impairment

when events or circumstances indicate that the carrying amount of an asset group may not be recoverable. Conditions that would necessitate

an impairment assessment include a significant decline in the observable market value of an asset group, a significant change in the

extent or manner in which an asset group is used, or a significant adverse change that would indicate that the carrying amount of an

asset group is not recoverable. For long-lived assets to be held and used, Cox recognizes an impairment loss only if an asset group's

carrying amount is not recoverable through the sum of the undiscounted cash flows expected to result from the use and eventual disposition

of the asset group. The impairment loss of the asset group is measured based on the excess of the carrying amount over fair value. Fair

value is generally determined using quoted market values or discounted cash flow analyses, as applicable. Long-lived assets or asset

groups held for sale are reported at the lower of cost or fair value less costs to sell.

Leases

Cox determines if an arrangement is a lease at

inception. Cox’s main categories of leased asset classes include real estate, dark fiber, colocation facilities and other equipment.

Some of the leases contain escalation clauses and may also contain renewal provisions upon the expiration of the initial lease term.

Operating lease right-of-use ("ROU")

assets represent Cox’s right to use an underlying asset for the lease term and operating lease liabilities represent Cox’s

obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date

based on the present value of lease payments over the lease term, including any lease payments made and excluding lease incentives. The

lease terms may include options to extend or terminate when it is reasonably certain that Cox will exercise that option. As most of Cox’s

leases do not provide an implicit rate, Cox generally uses its incremental borrowing rate based on the estimated rate of interest for

collateralized borrowing over a similar term of the lease payments at commencement date. Rent expense for operating leases is recognized

on a straight-line basis over the lease term. Cox elected to account for the lease components and non-lease components as a single lease

component and therefore, includes all fixed payments in the calculation of the operating lease ROU assets and liabilities. In addition

to fixed lease payments, certain of Cox’s lease agreements include variable lease payments, which are tied to an index or rate

such as the Consumer Price Index. Variable lease payments are not included in the calculation of the operating lease ROU assets and liabilities,

but are disclosed. For certain equipment leases, Cox applies a portfolio approach to effectively account for the operating lease ROU

assets and liabilities. Leases with a base rental period of less than 12 months are not recorded on Cox’s Consolidated Balance

Sheet.

Cox’s primary source of lease income is

related to leases of dark fiber through its subsidiaries Unite Private Networks ("UPN") and Segra and the carrier services

division of Cox Business. Cox accounts for dark fiber leases by recognizing revenue on a straight-line basis ratably over the lease term.

Cox also has lease income through the sublease of certain real estate properties. Cox's lease revenue was $133 million, $128 million

and $129 million for the years ended December 31, 2025, 2024 and 2023, respectively.

-13-

Revenue Recognition

Cox's revenues by service line are as follows:

Years Ended December 31,

(in millions)

2025

2024

2023

Residential

Data

$ 5,706

$ 6,026

$ 6,079

Video

2,397

2,530

2,749

Telephony

197

235

294

Other (a)

551

549

560

Total residential

8,851

9,340

9,682

Commercial

3,472

3,417

3,365

Advertising

208

316

279

Total revenues

$ 12,531

$ 13,073

$ 13,326

(a) Other residential

revenue includes franchise, regulatory and customer late fees, service protection fees, Cox Mobile and other miscellaneous revenues.

Residential — Cox generates revenues

from subscription services to residential customers including internet, mobile, video, telephone and automation services. Cox considers

each subscription service a distinct performance obligation and recognizes revenues on a monthly basis as the subscription service is

provided. Residential contracts are generally month-to-month and customers can cancel at any time. Cox generally accounts for non-subscription

services as distinct performance obligations and recognizes the revenue when the service is provided.

Residential internet offerings include several

packages of high-speed internet with varying upload and download speeds, in-home WiFi service, out-of-home WiFi service and an internet

security suite. Residential internet revenues primarily consist of subscription service tier revenue, equipment rental and installation

revenue.

Mobile revenue consists of device sales and subscription

revenues for unlimited talk and text and two packages to pay for gig usage. Revenue for the sale of devices is recognized upon sale.

Subscription revenues for mobile are consistent with Cox's other month-to-month services described above, where customers are billed

monthly for access to and usage of Cox's mobile services.

Residential video revenues primarily consist

of subscription revenues for programming tiers, video on demand, pay per view, regulatory fees, equipment rental and installation revenue.

Residential video subscribers may add additional video services offerings such as programming tiers, premium channels and streaming apps,

in addition to non-subscription services such as video on demand programming and pay per view programming on per event pricing.

Residential telephony and automation services

are also included in the service offerings with various options for each. Residential telephony revenues primarily consist of subscription

service tier revenue, usage charges and regulatory fees. Cox offers residential smart home lighting and home automation. Automation revenues

consist of subscription services or home automation, equipment sales and installation revenues.

For all residential subscription services, Cox

determined upfront installation fees represent a material right, which provides the residential customer with the right to renew its

service at a discount. Cox is amortizing the related revenue over the expected period of benefit of six months, which Cox determined

on a portfolio basis.

-14-

Commercial — The commercial division

of Cox, Cox Business, provides a broad commercial solutions portfolio, including advanced managed IT and cloud services and fiber-based

network solutions that support connected environments, unique hospitality experiences and diverse applications.

Commercial revenues primarily consist of subscription

revenue, equipment rental, regulatory fees, usage charges and installation revenue. Cox recognizes revenues from commercial subscription

services as the services are provided on a monthly basis and each service is accounted for as a distinct performance obligation. Commercial

services are offered primarily as a subscription initially under contract. Commercial customers typically have an initial stated non-cancelable

contract term with a substantive early termination clause. Subscription rates and related charges vary according to the services and

features commercial customers receive. Commercial subscription revenue is recognized on a monthly basis as the related service is performed.

Cox recognizes commercial non-subscription services such as pay per view and video on demand and usage charges when the service is provided.

Cox determined that commercial upfront installation services are not a separate performance obligation but rather a component of the

related subscription service. Therefore, upfront installation fees are deferred and recognized as revenue over the related average contract

period.

Advertising — Cox Media, Cox’s

advertising sales division, generates revenues from the sale of advertising inventory on cable television networks and digital media

platforms, such as online, video-on-demand and mobile to local, regional and national businesses. Each advertisement placed is considered

a distinct performance obligation and revenue is recognized in the period that the advertisement is broadcast. In addition to representing

Cox, Cox Media has entered into contracts to represent other multi-video programming distributors in their advertising sales efforts.

Cox has analyzed the representation contracts and determined that the company coordinating the sales efforts is the principal in the

revenue contract because it controls the specified service before that good or service is transferred to a customer. When Cox is controlling

the advertising sales effort for other distributors, it is acting as the principal in these arrangements and recognizes the revenue earned

from the advertising customer on a gross basis and the amounts remitted to such distributor as cost of services. In some cases, another

distributor controls the advertising sales efforts on behalf of Cox in certain markets. Cox is acting as an agent in these scenarios

and records the revenue net of any fees retained by the distributor.

Timing of revenue — Substantially

all revenue is recognized over time, rather than at a point in time, with the exception of advertising and mobile device revenues, which

totaled $247 million, $347 million and $279 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Taxes and Fees — Fees imposed on

Cox by various governmental authorities are passed through on a monthly basis to Cox's customers and are periodically remitted to authorities.

Fees of $241 million, $311 million and $274 million for the years ended December 31, 2025, 2024 and 2023, respectively, were reported

in revenues on a gross basis with a corresponding operating expense because Cox is acting as a principal. Certain taxes, such as sales

taxes imposed on Cox's customers, collected and remitted to state and local authorities, are recorded on a net basis because Cox is acting

as an agent in such situations.

Significant Judgments in Evaluating Revenue

Recognition — For both residential and commercial offerings, Cox often provides more than one service to a customer. Cox markets

these services individually and as bundled services. Cox’s residential and commercial services generally involve customer premise

equipment, such as set-top boxes, cable modems or wireless gateways. The provisioning of equipment and installation service is interrelated;

therefore, Cox must use judgment to determine what the distinct performance obligations are within the customer contract. Significant

judgment is used to determine which performance obligations are distinct and should be accounted for separately and which performance

obligations are not distinct and should be combined with the subscription service.

-15-

For residential revenues, allocation of the transaction

price to the distinct performance obligations requires judgment. Revenue from residential customers that purchase bundled services at

a discounted rate is allocated among the separate services based on the respective standalone selling prices. The standalone selling

prices for residential services are readily available and observable based on the current prices at which Cox separately sells the services.

The determination of the period of benefit for

deferral of residential installation revenue as a material right requires judgment. The residential upfront installation revenue is deferred

over the period the charge remains material to the customer, which Cox determined to be six months. Cox considered both quantitative

and qualitative factors (including average installation fee, average monthly recurring revenue per customer, churn rates and other factors)

in its calculation of the period the fee remains material to the customer.

Deferred Revenue Contract Liabilities —

Timing of revenue recognition may differ from the timing of invoicing to customers. Residential and commercial customers are invoiced

for subscription services in advance of the service period. Deferred revenue contract liabilities ("Contract Liabilities")

are recorded when Cox invoices customers upfront for installation services that are recognized as revenue over time, as discussed above

under Residential Services and Commercial Services. Current Contract Liabilities, included in accrued

expenses and other current liabilities in the Consolidated Balance Sheets, consist of residential and commercial upfront installation

fees; long-term Contract Liabilities, included in other noncurrent liabilities in the Consolidated

Balance Sheets, consist of commercial upfront installation fees. Both are immaterial as

of December 31, 2025 and 2024.

Contract costs — Cox recognizes

an asset for incremental costs of obtaining a contract with a customer if the amortization period of those costs is expected to be longer

than one year and the costs are expected to be recovered. Commissions related to commercial cable services contracts are deferred and

recognized over the average commercial contract term, which was determined on a portfolio basis. Deferred commercial commission costs

are included in prepaid expenses and other current assets and other noncurrent assets in the Consolidated Balance Sheets and totaled

$54 million and $40 million, respectively, as of December 31, 2025 and $64 million

and $40 million, respectively, as of December 31, 2024. As the amortization period of residential commission costs is less than

one year, Cox applied the practical expedient that allows such costs to be expensed as incurred. Cox has determined that the amortization

period associated with residential commission costs is less than one year based on qualitative and quantitative factors. There were no

impairment losses on contract costs for the years ended December 31, 2025 and 2024.

Operating Costs and Expenses

Years Ended December 31,

(in millions)

2025

2024

2023

Programming costs (a)

$ 1,878

$ 2,064

$ 2,220

Other costs of revenue (b)

1,161

1,190

1,091

Field and technology operations (c)

1,014

918

976

Customer operations (d)

203

188

164

Sales and marketing

1,064

1,246

1,255

General and administrative

2,223

2,528

2,555

Total operating costs and expenses

$ 7,543

$ 8,134

$ 8,261

(a) Programming

costs are amounts paid to programmers for cable content and to television stations for retransmission consent and are generally paid

on a per-subscriber basis.

(b) Other

costs of revenues include expenses that Cox incurs in conjunction with providing its residential, commercial and advertising services.

and technology operations are costs associated with providing and maintaining Cox's nationwide Internet Protocol network and outside

cable network.

(d) Customer

operations are care costs necessary to maintain Cox's customer base in addition to sales and marketing.

-16-

Advertising Costs — Advertising

costs associated with marketing Cox's products and services are generally expensed as costs are incurred. Advertising costs were $386

million, $477 million and $476 million for the years ended December 31, 2025, 2024 and 2023, respectively and are included in operating

costs and expenses.

Income Taxes

Cox and its subsidiaries join with CEI in filing

a consolidated U.S. federal income tax return and certain state income tax returns. Other subsidiaries file their own U.S. federal income

tax returns based on the ownership structure and relevant tax laws. Current federal and state income tax expenses and benefits have been

allocated on a separate-return basis to Cox based on the current year tax effects of the inclusion of its income, expenses and credits

in the consolidated income tax returns of CEI or based on separate state income tax returns.

Cox provides for income taxes using the asset

and liability method, which requires an asset and liability based approach in accounting for income taxes. Deferred income taxes reflect

the net tax effect on future years of temporary differences between the carrying value of assets and liabilities for financial statement

and income tax purposes. Valuation allowances are established when Cox determines that it is more-likely-than-not that some portion or

the entire deferred tax asset will not be realized. Cox evaluates its effective tax rates regularly and adjusts them when appropriate

based on currently available information relative to statutory rates, apportionment factors and the applicable taxable income in the

jurisdictions in which Cox operates, among other factors.

Cox applies additional tax provisions, where

applicable, related to accounting for uncertainty in income taxes, which prescribe a recognition threshold and measurement attribute

for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits

to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized

is measured as the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Cox adjusts its estimates

of uncertain tax positions periodically because of ongoing examinations by, and settlements with, various taxing authorities, as well

as changes in tax laws, regulations, and interpretations. Cox classifies interest and penalties associated with its unrecognized tax

benefits as a component of income tax expense.

Accounting Pronouncements Adopted

In December 2023, the FASB issued Accounting

Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures.

This ASU requires disaggregated information about an entity's effective tax rate reconciliation and income taxes paid information.

Cox adopted ASU 2023-09 as of December 31, 2025, retrospectively, and the adoption did not have a material impact to the Consolidated

Financial Statements.

Accounting Pronouncements

Not Yet Adopted

In September 2025, the FASB issued ASU No. 2025-06, Intangibles

– Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use

Software. This ASU removes all references to prescriptive and sequential software development project stages. Rather, an entity is

required to start capitalizing software costs when 1) management has authorized and committed to funding the software project and 2)

it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the

“probable-to-complete recognition threshold”). The guidance is effective for Cox on January 1, 2028, with early adoption

permitted. Cox is currently evaluating the potential effects of this standard on its Consolidated Financial Statements, as well as its

policies, procedures and systems.

-17-

In November 2024, the FASB issued ASU No. 2024-03, Income

Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income

Statement Expenses. This ASU requires new financial statement disclosures in tabular format, disaggregating information about prescribed

categories underlying any relevant income statement expense caption. Qualitative disclosures about any remaining amounts in relevant

expense line items must be provided. Separate disclosures of total selling expenses and an entity’s definition of those expenses

are also required. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, with early adoption permitted.

Cox expects the adoption of the standard to result in additional disaggregation of expense captions within its footnote disclosures.

Subsequent Events

Cox has evaluated events that occurred subsequent

to December 31, 2025 for potential recognition and disclosure. Any applicable subsequent events have been evaluated through February 27,

2026, the date the Consolidated Financial Statements were issued.

ACQUISITIONS AND DIVESTITURES

Pending Disposition

of Cox — In May 2025, Charter Communications, Inc. (“Charter”) and Charter Communications Holdings,

LLC (“Charter Holdings”) entered into a transaction agreement (“Transaction Agreement”) with CEI. Pursuant to

the Transaction Agreement, at the closing of the transactions, (i) CEI will sell and transfer to Charter 100% of the equity interests

of certain subsidiaries of Cox that conduct Cox’s commercial fiber and managed IT and cloud services businesses, (ii) CEI

will contribute the equity interests of Cox and certain other assets (other than certain excluded assets) primarily relating to Cox’s

residential cable business to Charter Holdings, and (iii) CEI will pay $1.00 to Charter (collectively the "Cox Transactions").

The combined entity will assume Cox's approximately $12.6 billion in outstanding net debt and finance leases (assumed debt is on a proforma

basis contemplating Cox's refinancing of debt maturities occurring between signing and closing of the transactions).

On July 31, 2025, Charter’s shareholders

approved the Transaction Agreement.

Logicworks Acquisition

— In January 2023, Cox acquired 100% of Logicworks Systems Corporation ("Logicworks"), a privately-held

managed services and public cloud automation provider, through a merger agreement with Lancer Systems Holdco LLC, for consideration transferred

of $246 million. Logicworks offers managed services, professional services and a proprietary user interface to its customer base, which

are focused in the mid-market segment. Based on the estimated fair value of the assets acquired and liabilities assumed, Cox recognized

$172 million in goodwill and $54 million in intangible assets associated with Logicworks' customer relationships, developed technology

and trade name. Goodwill arising from the acquisition was primarily attributable to expected growth opportunities and a specialized workforce.

The goodwill is not deductible for tax purposes. The developed technology and trade name will amortize over five years and customer relationships

over 20 years, using a straight-line methodology.

-18-

Cox's accounting for the Logicworks acquisition

has provided for estimates of the fair values of the assets acquired and liabilities assumed as of the acquisition date. The following

table represents the final purchase price allocation.

(in millions)

Fair value of consideration transferred

$ 246

Total fair value to be allocated

$ 246

Cash and cash equivalents

$ 7

Other current and noncurrent assets

Property and equipment

Goodwill

172

Intangible assets

Deferred tax assets

Current and other noncurrent liabilities

(22 )

Total fair value of net assets acquired

$ 246

4. SUPPLEMENTAL

CASH FLOW INFORMATION

Cox's significant non-cash investing and financing

transactions and other supplemental cash flow information are as follows:

Years Ended December 31,

(in millions)

2025

2024

2023

Significant non-cash transactions:

Property and equipment acquired under finance leases and other financing arrangements

$ 265

$ 23

$ 7

Operating lease ROU assets obtained in exchange for operating lease obligations

Contribution to capital from Cox Enterprises, Inc.

111

—

Supplemental cash flow information:

Cash paid for interest

$ 617

$ 555

$ 432

Cash paid for income taxes (a)

258

476

490

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows for operating leases

Operating cash flows for finance leases

Financing cash flows for finance leases

(a) The

amounts disclosed as income taxes paid include both cash tax payments made directly to taxing authorities and payments made by Cox to

its parent in settlement of its share of consolidated income tax obligations.

-19-

5. GOODWILL AND INTANGIBLE ASSETS

Goodwill

The changes in the carrying value of goodwill are as follows:

(in millions)

Gross

Carrying

Amount

Accumulated

Impairment

Loss

Goodwill —

net

Balance—January 1, 2024

$ 2,735

$ (1,477 )

$ 1,258

Measurement period adjustments

—

Balance—December 31, 2024 and 2025

$ 2,737

$ (1,477 )

$ 1,260

For additional information regarding changes

in goodwill, see Note 2 — Summary of Significant Accounting Policies and Note 3 — Acquisitions and Divestitures. For additional

information regarding the determination of fair value, see Note 12 — Fair Value Measurements.

Intangible Assets

The carrying amounts of Cox's intangible assets

are as follows:

December 31, 2025

December 31, 2024

(in millions, except for WARUL)

WARUL

(in

years)

Gross

Carrying

Value

Accumulated

Amortization

Net

Carrying

Value

Gross

Carrying

Value

Accumulated

Amortization

Net

Carrying

Value

Finite-lived intangible assets:

Customer relationships

$ 622

$ (131 )

$ 491

$ 622

$ (108 )

$ 514

Amortizable trade names

(25 )

(21 )

Franchise renewal and contribution costs

—

(26 )

—

(26 )

Other agreements and rights

(57 )

(50 )

Total finite-lived intangible assets

$ 774

$ (239 )

$ 535

$ 771

$ (205 )

$ 566

Indefinite-lived intangible assets:

Cable franchise value

10,275

15,879

Trade names and other

351

CBRS spectrum licenses

213

Total indefinite-lived intangible assets

10,839

16,443

Total intangible assets — net

$ 11,374

$ 17,009

Amortization expense related to finite-lived

intangible assets totaled $34 million, $35 million and $37 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Cox recorded an impairment charge of $5.6 billion

related to cable franchise value for the year ended December 31, 2025, which is reflected as impairment of intangible assets on

the Consolidated Statements of Operations. The decline in the estimated fair value is attributable to updated long-term financial projections

that reflect a reduction in estimated future cash flows due to increased competition and changes in the macroeconomic outlook based on

currently available data as well as recent declines in industry market multiples.

-20-

Future amortization expense for finite-lived

intangible assets as of December 31, 2025, is estimated to be as follows:

(in millions)

Finite-Lived

Intangible Assets

2026

$ 36

2027

2028

2029

2030

Thereafter

377

Total

$ 535

The actual amortization expense reported in future

periods could differ from these estimates as a result of new intangible asset acquisitions, changes in useful lives and other relevant

factors.

6. RESTRUCTURING ACTIVITIES

In 2024, Cox announced a new organizational structure,

which allocates needed resources to growth areas of the business. As a result, certain restructuring initiatives were implemented, which

include severance costs.

The following represents the changes in the balances

of the restructuring-related liabilities, which are reflected within accrued labor and benefits in the Consolidated Balance Sheets:

December 31,

(in millions)

2025

2024

Balance at beginning of period

$ 180

$ —

Expense(a)

—

180

Payments

(176 )

—

Balance at end of period

$ 4

$ 180

(a) Restructuring-related

charges were recorded to other — net on the Consolidated Statement of Operations.

-21-

7. LEASES

The components of lease related expenses — net are as follows:

Years Ended December 31,

(in millions)

2025

2024

2023

Operating lease expense (included within operating costs and expenses) (a)

$ 68

$ 82

Finance lease expense:

Amortization of ROU assets (included within depreciation and amortization)

Interest on lease liabilities (included within interest expense — net)

Total finance lease cost

Variable lease expense (included within operating costs and expenses)

Sublease income (included within operating costs and expenses)

(12 )

(11 )

Total lease related expenses — net

$ 188

$ 184

$ 183

(a) Includes short-term leases, which are immaterial

for the years ended December 31, 2025, 2024 and 2023, respectively.

Supplemental information related to leases is as follows:

December 31,

2025

2024

Operating lease right-of-use assets:

Other noncurrent assets

$ 155

$ 199

Operating lease liabilities:

Accrued expenses and other current liabilities

Other noncurrent liabilities

106

137

Total operating lease liabilities

$ 155

$ 199

Weighted Average Remaining Lease Term:

Operating leases

4 years

Finance leases

15 years

13 years

Weighted Average Discount Rate:

Operating leases

4 %

3 %

Finance leases

7 %

-22-

The following table reconciles the undiscounted

cash flows for each of the first five years and total of the remaining years to the finance lease liabilities and operating lease liabilities

recorded within the Consolidated Balance Sheet as of December 31, 2025.

(in millions)

Operating

Leases

Finance

Leases

2026

$ 57

$ 93

2027

2028

2029

2030

Thereafter

819

Total lease payments

174

1,222

Less amounts representing interest (a)

485

Present value of lease payments

$ 155

$ 737

(a) Represents amount

necessary to reduce lease payments to present value calculated at Cox’s incremental borrowing rate at inception.

8. DEBT

December 31, 2025

December 31, 2024

(in millions)

Annual Interest

Rate

Carrying

Value

Fair Value

Carrying

Value

Fair Value

Notes and debentures with maturities (a):

Five years or less

1.80% to 6.95%

$ 3,889

$ 3,160

$ 3,989

$ 3,959

Between five and 10 years

2.60% to 5.70%

3,000

3,514

3,100

2,819

Greater than 10 years

2.95% to 8.38%

4,960

3,957

5,610

4,717

Total notes and debentures

11,849

$ 10,631

12,699

$ 11,495

Finance lease obligations (b)(c)

0.37% to 8.24%

737

584

Less unamortized discounts, premiums and issuance costs

(74 )

(83 )

Total debt

12,512

13,200

Less current maturities (b)

1,038

877

Total long-term debt

$ 11,474

$ 12,323

(a) Require semi-annual cash interest payments based on their issuance

dates.

(b) Current portion of finance lease obligations totaled $38 million

and $27 million as of December 31, 2025 and 2024, respectively.

distribution facilities, customer premise equipment and automobiles under finance leases.

The following table summarizes scheduled maturities

of Cox's debt, excluding finance lease obligations, for the years succeeding December 31, 2025:

(in millions)

Debt Maturities

2026

$ 1,000

2027

1,000

2028

1,139

2029

—

2030

750

Thereafter

7,960

Total

$ 11,849

-23-

Revolving credit facility

Cox is a party to an amended and restated credit

facility among Cox and CEI, as borrowers, and JP Morgan Chase Bank, N.A., as administrative agent, and certain other lenders and agents

(the "Credit Facility"). The Credit Facility provides Cox and CEI with a revolving credit facility in an aggregate amount of

$3.5 billion, plus uncommitted incremental facilities of up to $700 million, provided that the aggregate amount outstanding

under the Credit Facility can never exceed $3.5 billion. Any amount payable under the Credit Facility that is not directly attributable

solely to extensions of credit to Cox or CEI will be allocated equally between Cox and CEI. The Credit Facility provides that the commitments

of the lenders under the Credit Facility will expire in October 2029; however, the borrowers have the right, which may be exercised

no more than two times, to extend the commitments of any lenders willing to agree to such extension for a period of one additional year

so long as a majority of the lenders agree to such extension.

Conventional borrowings under the Credit Facility

bear interest at a rate selected by the relevant borrower (Cox or CEI) from three alternatives. The interest rate may be based on the

1) the Secured Overnight Financing Rate ("SOFR"), 2) the Federal Reserve Bank of New York rate, or 3) an alternate base rate.

The alternate base rate loans will be based on the highest of the prime rate, the federal funds rate plus 0.50% or the one-month Adjusted

Term SOFR Rate (SOFR plus 0.10%) for dollar denominated Loans plus 1.00%. In each case, the applicable interest rate will be increased

by a margin imposed by the Credit Facility, which will depend upon the ratings of the relevant borrower's senior, unsecured, long-term

indebtedness for borrowed money that is not guaranteed by any other individual or entity or subject to any other credit enhancement.

The Credit Facility also establishes a mechanism

under which individual lenders may make discretionary loans in lieu of loans committed under the Credit Facility at rates agreed upon

from time to time with the relevant borrower. Each borrower also must pay a commitment fee to each lender on the daily average unused

amount of the commitment of such lender at a rate that varies from 0.075% to 0.225% depending on the ratings of the relevant borrower's

senior, unsecured, long-term indebtedness for borrowed money that is not guaranteed by any other individual or entity or subject to any

other credit enhancement. The commitment fee rate was 0.125% as of December 31, 2025 and 2024.

The Credit Facility requires each borrower to

maintain a ratio of consolidated debt to pro forma consolidated operating cash flow (as defined in the Credit Facility, which is not

comparable to operating cash flow presented elsewhere in this document), or the leverage ratio, of not more than 5.0 to 1.0. The leverage

ratio may be increased to 5.5 to 1.0 as of the last day of the fiscal quarter during which a qualifying acquisition (as defined in the

Credit Facility) shall have been consummated and each of the following three consecutive fiscal quarters.

The Credit Facility also contains a $500 million

letter of credit subfacility for CEI and Cox. Additionally, the Credit Facility contains a $300 million subfacility for loans or letters

of credit in certain designated alternate currencies. Outstanding letters of credit reduce availability under the Credit Facility.

As of December 31, 2025, Cox and CEI's availability

under the Credit Facility was reduced as a result of $52 million and $10 million in certain undrawn letters of credit outstanding for

Cox and CEI, respectively. Cox and CEI had no outstanding borrowings under the Credit Facility. Remaining capacity under the Credit Facility

is available to provide liquidity support for Cox and CEI’s commercial paper programs. As of December 31, 2025, Cox had no

outstanding issuances under its commercial paper program.

As of December 31, 2024, Cox and CEI's availability

under the Credit Facility was reduced as a result of $37 million and $10 million in certain undrawn letters of credit outstanding for

Cox and CEI, respectively. As of December 31, 2024, Cox had no outstanding issuances under its commercial paper program and no outstanding

borrowings under the Credit Facility.

-24-

Commercial Paper Program

Cox has a commercial paper program that it supports

by maintaining unused committed capacity under the Credit Facility. Cox's commercial paper program has an agreement with major financial

institutions to issue from time to time short-term notes with a maturity of 390 days or less. Short-term notes issued under the

commercial paper program are limited to available capacity under the Credit Facility, which is currently a maximum of $3.5 billion

outstanding at any time. The short-term notes are sold in private placements, can have a fixed or floating interest rate or be issued

at a discount and are issued in minimum denominations of $250,000. The notes are not rated by a nationally recognized statistical rating

organization and Cox does not plan to issue notes under its commercial paper program in the near term. As of December 31, 2025 and

2024, CEI had no outstanding commercial paper subject to Cox's guarantee.

Debt Issuances and Repayments

In June and February 2025, Cox repaid

$150 million of 7.625% notes and $700 million of 3.85% notes, respectively, upon their maturity date. Cox repaid $539 million of 3.15%

notes upon their maturity date during the year ended December 31, 2024.

In August 2024, Cox issued $750 million

aggregate principal amount of 5.45% notes due September 2034 and $750 million aggregate principal amount of 5.95% notes due September 2054.

In January 2024, Cox also issued an additional $350 million aggregate principal amount of 5.45% notes due September 2028, an

additional $300 million aggregate principal amount of 5.70% notes due June 2033 and $850 million aggregate principal amount of 5.80%

notes due December 2053. Both issuances were in transactions exempt from registration under the Securities Act of 1933, as amended,

pursuant to Rule 144A and Regulation S thereunder. The proceeds will be used for general corporate purposes, which may include the

redemption, repayment or repurchase of other outstanding indebtedness, including repayment of debt with scheduled maturities.

Guarantee Arrangements

Cox is a party to an amended and restated credit

agreement among Cox and CEI, as borrowers, and JP Morgan Chase Bank, N.A., as administrative agent, and certain other lenders and agents

(the "Credit Facility"). CEI designated Cox as a restricted subsidiary under the Credit Facility. At the same time, Cox provided

an unconditional guarantee of CEI’s obligations under the Credit Facility and CEI also provided an unconditional guarantee of Cox's

obligations under the Credit Facility, which will be automatically released upon the release of Cox's guarantee of CEI's obligations

under the Credit Facility. Cox will also guarantee CEI’s obligations under CEI’s commercial paper program. As of December 31,

2025 and 2024, CEI had no outstanding obligations under the Credit Facility and no outstanding commercial paper subject to Cox’s

guarantee.

In addition, Cox and CEI provide unconditional

cross-guarantees of the other’s obligations under each company’s respective outstanding notes (except for Cox's 6.53% debentures

due 2028, of which no material amounts are outstanding). CEI and Cox may release their obligations under the cross-guarantee simultaneously

with the other party’s release or in other customary circumstances. As of December 31, 2025 and 2024, CEI had $175 million

of outstanding notes subject to Cox's guarantee.

-25-

Debt Covenants

Cox's debt agreements contain various affirmative,

negative and financial agreements. As an example, Cox's Credit Facility requires Cox to maintain a maximum leverage ratio of not more

than 5.0 to 1.0 with some exceptions for consummation of qualifying acquisitions. Cox also has restrictions around the level of secured

debt and restricted subsidiary debt Cox can maintain. Each of these restrictions is subject to certain exceptions and qualifications

that are set forth in these debt agreements. Cox was in compliance with all covenants under both its Credit Facility and its other debt

instruments as of December 31, 2025 and 2024. As of December 31, 2025, Cox's leverage ratio, as defined above under "Revolving

Credit Facility," was 2.4x.

9. INCOME TAXES

Current and Deferred Income Tax

Years Ended December 31,

(in millions)

2025

2024

2023

Current expense:

Federal

$ (217 )

$ (415 )

$ (429 )

State

(30 )

(39 )

(47 )

Total current expense

(247 )

(454 )

(476 )

Deferred benefit (expense):

Federal

907

(30 )

(77 )

State

112

(73 )

Total deferred benefit (expense)

1,019

(150 )

Total income tax benefit (expense)

$ 772

$ (450 )

$ (626 )

Reconciliation of Income Tax at the Statutory Rate

to Income Tax Benefit (Expense)

The differences between income tax benefit (expense)

and income taxes expected at the U.S. statutory federal income tax rate of 21% are as follows:

Years Ended December 31,

(in millions)

2025

2024

2023

Tax benefit (expense) at U.S. federal statutory rate

$ 718

21.0 %

$ (457 )

21.0 %

$ (534 )

21.0 %

State and local income taxes — net of federal tax impact (a)

1.9 %

(7 )

0.3 %

(99 )

3.9 %

Research and development credits

0.3 %

(0.7 )%

(0.4 )%

Changes in federal valuation allowances

(21 )

(0.6 )%

—

— %

—

— %

Other adjustments

— %

—

0.1 %

(4 )

0.1 %

Income tax benefit (expense)

$ 772

22.6 %

$ (450 )

20.7 %

$ (626 )

24.6 %

(a) State taxes in the following jurisdictions comprised greater

than 50% of the tax effect in this category for each year presented: California, Kansas, Louisiana and Virginia in 2025 and Louisiana

and California in 2024 and 2023.

The change in income tax benefit (expense) between

2025 and 2024 was primarily due to a loss before income taxes in the current year compared with income before income taxes in the prior

year, as well as, state and federal valuation allowance increases in 2025 and a decrease in state taxes due to a statutory tax rate reduction

in 2024. The change in income tax expense between 2024 and 2023 was primarily due to a decrease in income before income taxes, a decrease

in state taxes due to a statutory tax rate reduction in 2024 and a decrease in state taxes due to an audit settlement in 2023.

-26-

Tax Payment Summary

Income taxes paid are as follows:

Years Ended December 31,

(in millions)

2025

2024

2023

U.S. Federal

$ 217

$ 415

$ 429

State:

Arizona

— (a)

California

— (a)

Other

Total income taxes paid — net

$ 258

$ 476

$ 490

(a) Jurisdiction below the threshold

for period presented.

The amounts disclosed as income taxes paid include

both cash tax payments made directly to taxing authorities and payments made by Cox to its parent in settlement of its share of consolidated

income tax obligations.

Deferred Income Taxes

December 31,

(in millions)

2025

2024

Net deferred tax (liabilities) assets:

Property and equipment

$ (2,095 )

$ (2,115 )

Intangible assets

(2,571 )

(3,657 )

Investments

(120 )

(86 )

Employee benefits and compensation

106

Net operating losses and tax credits

318

355

Finance lease obligations

118

130

Operating lease ROU assets

(34 )

(45 )

Operating lease liabilities

Other — net

110

Total

(4,140 )

(5,197 )

Valuation allowance

(306 )

(268 )

Total net deferred tax liability

$ (4,446 )

$ (5,465 )

A majority of the gross deferred tax assets for

federal and state net operating loss and credit carryforwards will expire in varying amounts through 2045. As of December 31, 2025,

Cox's valuation allowance was primarily related to state net operating loss carryforwards and hypothetical federal and state capital

loss carryforwards under the separate return method. A portion of the valuation allowance reflects prior year adjustments associated

with state net operating losses. As of December 31, 2024, the valuation allowance related primarily to state net operating loss

carryforwards.

Under the separate return method, Cox generated

federal and state capital losses. However, these tax attributes have been used in the consolidated income tax return filings to offset

capital gains generated by other CEI subsidiaries. As of December 31, 2025, Cox has hypothetical deferred tax asset for capital

loss carryforwards of $100 million, as well as immaterial hypothetical state losses, both of which have a corresponding full valuation

allowance.

-27-

Uncertain Tax Positions

Cox's unrecognized tax benefits relate to a variety

of issues for which the ultimate tax determination is uncertain due to the interpretation and judgment necessary in applying complex

tax laws and regulations in various taxing jurisdictions. A reconciliation of the beginning and ending amounts of unrecognized tax benefits,

exclusive of interest and penalties, is as follows:

(in millions)

Balance—January 1, 2024

$ 53

Activity on prior year tax positions

Additions on current year tax positions

Reductions on settlements with taxing authorities and expirations

(25 )

Balance—December 31, 2024

Activity on prior year tax positions

—

Additions on current year tax positions

Reductions on settlements with taxing authorities and expirations

(9 )

Balance—December 31, 2025

$ 30

Cox is under examination for the tax year 2025

and 2024 in the Internal Revenue Service's ("IRS") Compliance Assurance Program. This program accelerates the examination

of key transactions with the goal of resolving any issues before the tax return is filed with the IRS. As of the date of the financial

statement issuance, Cox federal tax returns have been examined and all issues have been settled through the 2023 tax year. Various states

are currently conducting examinations of Cox's income tax returns for tax years 2016 through 2022. The statute of limitations for Cox's

major tax jurisdictions remains open for examination for tax years 2016 to 2025.

Cox classifies penalties and interest associated

with its unrecognized tax benefits as a component of income tax expense. For the years ended December 31, 2025, 2024 and 2023, penalties

and interest expense are immaterial. As of December 31, 2025 and 2024, Cox has immaterial accrued liabilities for potential interest

and penalties.

10. COMMITMENTS

AND CONTINGENCIES

At the time of divesting an ownership interest

in an entity, Cox sometimes agrees to indemnify the buyer for certain liability risks. Cox believes that any liability to the company

that may arise as a result of such indemnification agreements will not have a material adverse effect on the company taken as a whole.

At December 31, 2025, Cox had outstanding

purchase commitments primarily related to costs associated with telecommunication networks, infrastructure, cloud computing and engineering

totaling $1.0 billion, $332 million, $196 million, $141 million, $93 million and $254 million for the years ended December 31, 2026,

2027, 2028, 2029, 2030 and thereafter, respectively, as well as construction commitments of $289 million.

Legal Proceedings

Sony Music et al. — In July 2018,

Sony Music Entertainment Inc., Warner Bros. Records Inc., Universal Music Corp. and several other music publishers and recording companies

filed a copyright infringement lawsuit against Cox. The plaintiffs allege that Cox’s practices of handling Digital Millennium Copyright

Act notices resulted in willful copyright infringement with respect to thousands of songs. Plaintiffs are seeking monetary damages.

-28-

In December 2019, a jury returned a verdict

of $1.0 billion against Cox, and a finding of contributory infringement, vicarious infringement and willfulness. Following various post-trial

motions, Cox appealed to the United States Court of Appeals for the Fourth Circuit. In addition to the merits appeal, Cox filed two Rule 60

motions in the trial court seeking relief from the verdict; those Rule 60 motions were heard and denied by the trial court in March 2022.

Cox appealed the Rule 60 rulings to the Fourth Circuit, which held the Rule 60 appeal in abeyance until after the merits appeal.

In February 2024, the Fourth Circuit affirmed the jury's finding of willful contributory infringement but reversed the jury's finding

of vicarious liability and vacated the $1.0 billion judgment against Cox. Both parties' petitions for a rehearing en banc were denied

by the Fourth Circuit. Cox also filed motions in the Fourth Circuit seeking partial appellate costs and an update regarding the Rule 60

appeal. Briefing concluded in the Rule 60 appeal in September 2024. Cox filed an unopposed motion to release the appeal bond,

which was granted in May 2024. Cox’s motion for costs on the judgment bond was denied in August 2024. The trial proceeding

has been stayed by the Fourth Circuit until the resolution of the Rule 60 appeal. The Fourth Circuit has not yet requested or scheduled

oral argument on the Rule 60 appeal. In November 2024, in response to writs of certiorari filed by both parties, the United

States Supreme Court called for the view of the United States Solicitor General. In May 2025, the United States Solicitor General

submitted its brief amicus curiae recommending that Cox’s writ of certiorari be granted and Sony’s writ of certiorari be

denied. In June 2025, the United States Supreme Court granted Cox’s writ of certiorari and denied Sony’s writ of certiorari.

Cox’s opening brief was filed in August 2025. Oral argument was held in December 2025. The outcome of this matter cannot

be predicted at this time.

TQ Delta — In July 2015, TQ

Delta filed an action against Cox alleging patent infringement of eight patents related to the Multimedia over Coax Alliance standard,

parts of which are alleged to be implemented in Whole Home DVR. The plaintiff voluntarily dropped two patents in response to the court’s

requirement that the number of claims be reduced. Inter Partes Reviews ("IPRs") were filed against the remaining six patents.

The Patent Trial and Appeal Board invalidated four of the patents during the IPR proceeding, but two patents survived on appeal to the

United States Court of Appeal for the Federal Circuit. The parties have engaged in expert discovery and are awaiting rulings on claim

construction and summary judgment. Trial is scheduled for October 2027. The outcome of this matter cannot be predicted at this time.

Entropic — In February 2023,

Entropic Communications filed two separate actions against Cox alleging patent infringement. The first case was brought with twelve patents

and was related to the Multimedia over Coax Alliance standard. The second case was brought with ten patents with allegations related

to the DOCSIS ("Data Over Cable Service Interface Specification") and DOCSIS adjacent technologies. Through patent challenges

brought both with the Court and the Patent Trial and Appeals Board ("PTAB"), sixteen patents were effectively invalidated.

Entropic is in the process of appealing the rulings of invalidity issued by the U.S. Patent Office to the Federal Circuit. There has

been no activity in these cases beyond Claim Construction hearings and no schedule has been set in either case. The outcome of this matter

cannot be predicted at this time.

Other Patent Matters — Cox is a

defendant or co-defendant in several lawsuits involving alleged infringement of various patents relating to various aspects of its businesses.

In the event that a court ultimately determines that Cox infringes on any intellectual property rights, Cox may be subject to substantial

damages and/or an injunction that could require Cox or its vendors to modify certain products and services Cox offers to its subscribers,

as well as negotiate royalty or license agreements with respect to the patents at issue. While Cox intends to vigorously defend the actions,

no assurance can be given that any adverse outcome would not be material to Cox's Consolidated Financial Statements. Cox cannot predict

the outcome of any of these matters nor can it reasonably estimate a range of possible loss at this time.

Other Legal Proceedings — Cox and

its subsidiaries are parties to various other legal proceedings that are ordinary and incidental to their businesses.

-29-

11. EQUITY

Common Stock

As of December 31, 2025, 2024 and 2023,

there were 1,000 authorized shares of common stock, with a par value of one dollar, with 100 shares issued and outstanding. Holders of

common stock are entitled to one vote per share and dividends are payable when and as declared.

As of December 31, 2025 and 2024, CEI, through

wholly-owned subsidiaries, owned 100% of the outstanding shares of Cox's common stock. For the years ended December 31, 2025 and

2024, Cox paid dividends to its shareholder of $1.0 billion.

Noncontrolling Interests ("NCI")

In 2023, Cox entered into a Securities Purchase

Agreement with the NCI in Fiber Platform, LLC ("Fiber Platform") to purchase from various entities affiliated with UPN, a wholly-owned

subsidiary of Fiber Platform, the common stock and Class A Units of Fiber Platform for $429 million. As a condition of closing,

Cox also made tender offers to each management investor to purchase all of the remaining outstanding Class A Units for $87 million.

Also as a condition of closing, tender offers were made to each holder of the Class B Units and Class B Participation Units,

which were issued under long-term incentive compensation plans. The $429 million specified in the Securities Purchase Agreement and the

payments made under the tender offers resulted in Cox purchasing all remaining interests in Fiber Platform for $608 million, effective

June 2023.

Cox’s purchase of the NCI in Fiber Platform

did not result in a change in Cox’s existing control of Fiber Platform, which resulted in no gain or loss recognition. Instead,

the difference between the carrying value of the NCI and the consideration paid by Cox to acquire the NCI was recognized in additional

paid-in capital, net of $98 million for deferred income taxes, within the Consolidated Statements of Changes in Equity. A portion of

the tender offers described above that involved long-term incentive compensation plans resulted in accelerated vesting and compensation

costs of $37 million, of which $13 million was capitalized and $24 million was expensed in 2023.

12. FAIR VALUE MEASUREMENTS

Cox measures certain financial assets and liabilities

at fair value on a recurring basis and also measures certain nonfinancial assets at fair value on a nonrecurring basis. Fair value is

defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market

participants would use in pricing an asset or liability as defined in the below fair value hierarchy:

Level 1 — Observable

inputs such as quoted prices in active markets;

Level 2

— Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3

— Unobservable inputs in which there is little or no market data, which require an entity to develop its own assumptions.

-30-

Recurring Fair Value Measurements

Cash Equivalents — Cox's cash equivalents

are measured at fair value on a recurring basis and generally consist of money market funds, time deposits and commercial paper. The

fair values of Cox's cash equivalents fall within Level 1 of the fair value hierarchy and are based on a market approach using quoted

prices and other relevant information generated by market transactions involving identical or comparable assets.

Debt — Cox's notes and debentures

as of December 31, 2025 and 2024 is based on inputs other than quoted prices in active markets, that are observable either directly

or indirectly and is classified within Level 2.

Other Financial Instruments — The

carrying amounts of the Cox’s accounts receivable, accounts payable and other current assets and liabilities approximate fair value

due to their short-term maturities and/or nature of these instruments.

Non-Recurring Fair Value Measurements

Cox's nonfinancial assets (such as property and

equipment, goodwill and intangible assets), equity method investments and nonmarketable equity securities are not measured at fair value

on a recurring basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence that

an impairment may exist. Inputs used in these fair value measurements are often unobservable and may require judgment, which could affect

the ascribed fair values.

Cox performed a quantitative impairment test

of its cable franchise value and trade name as of December 31, 2025 and 2024. The fair value of cable franchise value was determined

using an excess earnings method. The excess earnings analysis incorporates estimates and forward-looking projections, including significant

inputs such as revenue growth rates, margins, return on debt-free working capital, contributory asset returns and the discount rate.

As a result, Cox recorded an impairment to intangible assets for the year ended December 31, 2025 of $5.6 billion. The fair value

of the intangible assets falls within Level 3 of the fair value hierarchy.

Cox identified

impairment indicators related to a debt security in 2025 and certain nonmarketable equity securities in 2024 and 2023. As a result, Cox

estimated the fair values of these investments and recorded impairments to investment expense — net of $43 million, $50 million

and $137 million for the years ended December 2025, 2024 and 2023, respectively. The fair value of the equity securities fall within

Level 3 of the fair value hierarchy.

Cox acquired a controlling financial interest

in Logicworks during 2023. The acquisition value ascribed to the entity was based on arms-length negotiations, which were estimated using

discounted cash flow models. The fair value of assets acquired and liabilities assumed were determined using the cost, income and market

approaches, including market participant assumptions. In the case of trade name and developed technology acquired, Cox estimated fair

value using the relief-from-royalty method, which assumes that value is provided to the extent the acquirer is relieved of the obligations

to pay royalties for the benefits received from the technology and the trade name. This method required estimations of future revenues

for the technology and brand, the appropriate royalty rates and the weighted-average cost of capital. The fair value for customer relationships

was determined as of the acquisition date using the excess earnings method. Under this methodology, fair value is determined based on

the estimated future after-tax cash flows arising from the acquired customer relationships over the estimated useful lives after considering

customer attrition and contributory asset charges. Goodwill represents the difference between the acquisition value and fair values ascribed

to the entities’ net assets, inclusive of these identified assets. All of these fair value estimates fall within Level 3 of the

fair value hierarchy.

-31-

13. TRANSACTIONS WITH AFFILIATED COMPANIES AND RELATED PARTIES

For all periods presented in the Consolidated

Financial Statements, related party transactions and activities between Cox and CEI, other CEI subsidiaries and other related parties

may not have been consummated on terms equivalent to those that would prevail in an arm’s-length transaction where conditions of

competitive, free-market dealing may exist.

Allocated Expenses from CEI

Allocated expenses as shown in the table below

are directly calculated or based on CEI's estimate of services provided to Cox in relation to those provided to other CEI subsidiaries.

Cox believes that these allocations were made on a reasonable basis. However, the allocations are not necessarily indicative of the level

of expenses that might have been incurred had Cox contracted directly with third parties.

Years Ended December 31,

(in million)

2025

2024

2023

Employee Benefits Plans

Healthcare and other employee benefits

$ 271

$ 255

$ 244

Qualified and nonqualified pension (a)

401(k) Plan

Postemployment and postretirement benefits (a)

Long-term incentive compensation

164

142

170

Other Allocated Expenses (b)

Management services

258

278

236

Occupancy-related services

(a) The service cost component related to Cox’s qualified

and nonqualified pension plans and postretirement benefits is recorded to operating costs and expenses on the Consolidated Statements

of Operations. The non-service cost component, which includes interest cost, expected return on plan assets, prior service cost amortization

and actuarial loss amortization, is recorded to miscellaneous income — net on the

Consolidated Statements of Operations and totaled $16 million, $26

million and $33 million for the years ended December 31, 2025, 2024 and

2023.

(b) Cox receives certain management (e.g., legal, corporate secretarial,

tax, cash management, treasury, internal audit, risk management, employee benefit administration and other support services) and occupancy-related

(e.g., repairs and maintenance, utilities, insurance and property taxes) services from CEI.

Healthcare and Other Employee Benefits

— Certain of Cox's employees participate in CEI and other company sponsored employee benefit plans, including medical, dental,

vision, life and long-term disability insurance plans. Eligibility requirements vary depending on the plan, but are generally available

to full-time employees and, depending on the plan, their dependents.

Qualified and Nonqualified Pension —

Certain full-time employees of Cox are eligible to participate in CEI's funded, qualified, defined-benefit pension plan. Certain key

employees also participate in CEI's unfunded, nonqualified, supplemental pension plan. These plans call for benefits to be paid to eligible

employees at retirement based primarily upon years of service with CEI and Cox and compensation rates near retirement. Under the pension

plans, CEI allocates pension expense to Cox generally based on the actuarial determinations of the effects of Cox's employees' participation

in the plans. Annual expenses may be volatile, largely as a result of economic factors, including volatility in discount rates and investment

returns, as well as changes in laws, regulations and assumptions used to calculate pension expense.

-32-

401(k) Plan — In February 2017,

CEI announced that it will no longer offer participation in both its pension or postretirement healthcare plans to Cox employees who

join or are rehired with Cox after March 2017. Such employees will instead be offered an enhanced match in the 401(k) Plan,

consisting of a 100% match of contributions up to 6% of eligible compensation, plus an annual contribution of 2% of eligible compensation,

which vests on the third anniversary of employment. Employees hired prior to April 1, 2017 will continue to participate and accrue

benefits under the existing pension and postretirement healthcare plans and will also continue to receive a 50% match on contributions

up to 6% of eligible compensation under the 401(k) Plan.

Postemployment and Postretirement Benefit

Plans — Cox also provides certain postemployment benefits and postretirement healthcare and life insurance benefits to certain

employees through participation in CEI's postemployment and retiree healthcare plans. Under these plans, CEI allocates postemployment

and postretirement expense to Cox generally based on the actuarial determinations of the effects of Cox's employees' participation in

the plans.

Long-Term Incentive Compensation —

Cox offers eligible executives and key employees the opportunity to participate in the CEI Long-Term Incentive Plan ("LTIP"),

which provides for the payment of benefits in the form of cash. CEI plan awards are typically granted annually. Awards granted under

the LTIP are three-year awards and vest 100% on the third anniversary of the grant date. Compensation expense for the plan awards is

allocated to Cox by CEI based on the accelerated vesting model and expectations about meeting CEI revenue, profitability and/or cash

flow targets.

Amounts due from Cox Enterprises, Inc.

Cox receives day-to-day cash management services

from CEI, with settlements of outstanding balances between Cox and CEI occurring periodically. The amounts due from CEI are due on demand

and represent the net balance of the intercompany transactions. The interest rate is based on CEI's internal borrowing rate, generally

determined from CEI's rates under the Credit Facility, which ranged from 3.94% to 4.45% in 2025, 4.62% to 5.45% in 2024 and 5.18% to

6.44% in 2023. CEI adopted SOFR rates as of July 2023 and used LIBOR rates in prior periods. The associated interest income was

$188 million, $209 million and $97 million for the years ended December 31, 2025, 2024 and 2023, respectively

Other Related Party Transactions

CEI purchases insurance for a fixed premium cost

from several insurance companies, including an insurance company indirectly owned by descendants of Governor James M. Cox, the founder

of CEI, which was subsequently acquired by CEI in December 2024. These related party insurance companies are insurers and reinsurers

on various insurance policies purchased by CEI and employ a consulting actuary to calculate the annual premiums for general, auto and

workers' compensation and property liability insurance based on CEI's loss experience, consistent with insurance industry practice. Cox's

portion of these insurance costs totaled $64 million, $74 million and $76 million for the years ended December 31, 2025, 2024 and

2023, respectively.

Cox pays fees to certain entities in which it

has a minority ownership interest in exchange for cable programming. Programming fees related to such affiliates were $34 million, $39

million and $37 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Cox receives advertising revenue from, and pays

commissions to, National Cable Communications LLC (rebranded as Ampersand), an entity in which it has a minority ownership interest.

Revenues related to Ampersand were $54 million, $130 million and $68 million for the years ended December 31, 2025, 2024 and 2023,

respectively. Commissions expenses paid to Ampersand were $7 million, $17 million and $9 million for the years ended December 31,

2025, 2024 and 2023, respectively.

-33-

CTech Lease — In December 2010,

Cox entered into a finance lease agreement with CTech Holdings, LLC ("CTech") for two new buildings at the CEI headquarters

campus in Atlanta, Georgia. The properties serve as the primary operations of Cox's technology organization. The term of the finance

lease is from June 2012 through January 2038.

Cox Headquarters Lease — In October 2013,

Cox entered into a 25-year financing agreement with JMC-T2, LLC ("T2") for an office tower on the CEI headquarters campus in

Atlanta, Georgia. The property serves as the corporate headquarters of Cox. Cox guaranteed the payments associated with the construction

debt. The term of the agreement is from February 2015 through February 2040.

Future related party commitments, included within

Cox's finance lease liabilities, as of December 31, 2025 are estimated to be as follows:

(in millions)

CTech Lease

Cox Headquarters

Lease

2026

$ 27

$ 24

2027

2028

2029

2030

Thereafter

232

275

There are various other related party activities

between Cox and related parties that individually, and in the aggregate, are not material to Cox's Consolidated Financial Statements.

In April 2025 and October 2024, Cox

contributed $75 million and $45 million, respectively, to the James M. Cox Foundation for the benefit of biodiversity initiatives aimed

at protecting critical species and their habitats.

******

-34-

EX-99.3 — EXHIBIT 99.3

EX-99.3

Filename: tm2621145d1_ex99-3.htm · Sequence: 4

Exhibit 99.3

COX COMMUNICATIONS, INC.

(A Wholly-Owned Subsidiary of Cox Enterprises, Inc.)

TABLE OF CONTENTS

Page

Condensed Consolidated Financial Statements as of March 31,

2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025:

Condensed Consolidated Balance

Sheets (Unaudited)

Condensed Consolidated Statements

of Operations (Unaudited)

Condensed Consolidated Statements

of Cash Flows (Unaudited)

Condensed Consolidated Statements

of Changes in Equity (Unaudited)

Notes to Condensed Consolidated

Financial Statements (Unaudited)

-1-

COX COMMUNICATIONS, INC.

(A Wholly-Owned Subsidiary of Cox Enterprises, Inc.)

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

March 31,

December 31,

(in millions)

2026

2025

ASSETS

Cash and cash equivalents

$ 84

$ 64

Accounts receivable — net of

allowance of $41 and $38, respectively

650

657

Amounts due from Cox Enterprises, Inc.

4,154

4,025

Prepaid expenses

and other current assets

355

352

Total current assets

5,243

5,098

Property and equipment — net

12,534

12,603

Goodwill

1,260

Intangible assets — net

11,366

11,374

Other noncurrent

assets

385

394

TOTAL ASSETS

$ 30,788

$ 30,729

LIABILITIES AND EQUITY

Accounts payable

$ 516

$ 497

Accrued labor and benefits

331

482

Accrued programming costs

167

180

Accrued expenses and other current

liabilities

790

Current portion

of long-term debt

1,042

1,038

Total current liabilities

2,846

2,987

Long-term debt

11,464

11,474

Deferred income taxes

4,545

4,446

Other noncurrent

liabilities

454

873

Total liabilities

19,309

19,780

EQUITY

Common stock, $1.00 par value; 1,000

shares authorized and 100 shares issued and outstanding

—

Additional paid-in capital

4,568

4,540

Retained earnings

6,911

6,409

Total equity

11,479

10,949

TOTAL LIABILITIES AND EQUITY

$ 30,788

$ 30,729

See notes to Condensed Consolidated Financial Statements.

-2-

COX COMMUNICATIONS, INC.

(A Wholly-Owned Subsidiary of Cox Enterprises, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months

Ended March 31,

(in millions)

2026

2025

REVENUES

$ 3,059

$ 3,183

OPERATING EXPENSES:

Operating

costs and expenses (a)

1,740

1,922

Depreciation and amortization

538

544

Other — net

(15 )

Total operating

expenses

2,324

2,451

OPERATING INCOME

735

732

NON-OPERATING EXPENSES:

Interest expense — net

(111 )

(108 )

Investments income (expense) — net

(41 )

Miscellaneous income — net

Total non-operating expenses

(95 )

(142 )

INCOME BEFORE INCOME TAXES

640

590

INCOME TAX EXPENSE

(138 )

(129 )

NET INCOME

$ 502

$ 461

(a) See Note 8 — Transactions with Affiliated

Companies and Related Parties for impacts associated with related parties.

See notes to Condensed Consolidated Financial Statements.

-3-

COX COMMUNICATIONS, INC.

(A Wholly-Owned Subsidiary of Cox Enterprises, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Three Months

Ended March 31,

(in millions)

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$ 502

$ 461

Adjustments to reconcile net income

to net cash provided by operating activities:

Depreciation and amortization

538

544

Deferred income taxes

(9 )

Investments (income) expense —

net

(1 )

Provision for credit losses

Restructuring and other

(144 )

Changes in certain assets and liabilities:

(Increase) decrease in accounts receivable

(14 )

Increase in prepaid expenses and other

assets

(5 )

(20 )

Increase (decrease) in accounts payable

(30 )

Decrease in accrued expenses and other

liabilities

(479 )

(185 )

Other —

net

(12 )

Net cash provided

by operating activities

624

678

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures

(463 )

(501 )

(Increase) decrease in amounts due

from Cox Enterprises, Inc.

(129 )

515

Other —

net

—

Net cash (used

in) provided by investing activities

(592 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of debt

(7 )

(706 )

Other —

net

(5 )

(3 )

Net cash used

in financing activities

(12 )

(709 )

NET CHANGE IN CASH AND CASH EQUIVALENTS

(14 )

CASH AND CASH EQUIVALENTS — Beginning

of period

CASH AND CASH EQUIVALENTS — End

of period

$ 84

$ 83

See notes to Condensed Consolidated Financial Statements.

-4-

COX COMMUNICATIONS, INC.

(A Wholly-Owned Subsidiary of Cox Enterprises, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN EQUITY

(Unaudited)

(in millions)

Common

Stock

Additional

Paid-In Capital

Retained

Earnings

Total

BALANCE — January 1, 2026

$ —

$ 4,540

$ 6,409

$ 10,949

Net income

—

502

Contribution to capital from Cox Enterprises, Inc.

—

BALANCE — March 31, 2026

$ —

$ 4,568

$ 6,911

$ 11,479

(in millions)

Common

Stock

Additional

Paid-In Capital

Retained

Earnings

Total

BALANCE — January 1, 2025

$ —

$ 4,429

$ 10,057

$ 14,486

Net income

—

461

BALANCE — March 31, 2025

$ —

$ 4,429

$ 10,518

$ 14,947

See notes to Condensed Consolidated Financial Statements.

-5-

COX COMMUNICATIONS, INC.

(A Wholly-Owned Subsidiary of Cox Enterprises, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. DESCRIPTION

OF BUSINESS, BASIS OF PRESENTATION AND OTHER ITEMS

Cox Communications, Inc. (together with

its consolidated subsidiaries, "Cox" or "the Company"), a wholly-owned subsidiary of Cox Enterprises, Inc. ("CEI"),

is committed to creating meaningful moments of human connection through technology. As the largest private broadband company in the United

States, Cox operates fiber-powered networks in more than 30 states, providing connections and advanced managed IT and cloud services

for homes and businesses. Cox Mobile, Cox’s mobile phone service, is available across markets nationwide. The commercial division

of Cox, Cox Business, provides a broad commercial solutions portfolio, including advanced managed IT and cloud services and fiber-based

network solutions that support connected environments, unique hospitality experiences and diverse applications.

Basis of Presentation

The accompanying unaudited interim Condensed

Consolidated Financial Statements of Cox have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”)

for interim financial information. Accordingly, they do not include all of the information and footnote disclosures required by GAAP

for complete consolidated financial statements. In the opinion of management, the unaudited interim Condensed Consolidated Financial

Statements include all adjustments, of a normal recurring nature, necessary for a fair presentation of the condensed consolidated results

of operations, financial position and cash flows for the interim periods presented. All intercompany transactions and account balances

have been eliminated in consolidation. Cox has included the results of operations of acquired companies from the date of acquisition.

These unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial

Statements and notes therein as of and for the year ended December 31, 2025. Results of operations for interim periods are not necessarily

indicative of results that might be expected for future interim periods or for the full year ending December 31, 2026.

Use of Estimates

The preparation of condensed consolidated 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 Condensed Consolidated Financial Statements and the

reported amounts of revenues and expenses during the reporting periods. Estimates are evaluated based on available information and experience,

as well as other assumptions Cox believes reasonable under the circumstances. Actual results could differ from those estimates.

-6-

Revenue Recognition

Three Months

Ended March 31,

(in millions)

2026

2025

Residential

Data

$ 1,386

$ 1,478

Video

586

620

Telephony

Other

(a)

135

138

Total residential

2,148

2,289

Commercial

861

843

Advertising

Total revenues

$ 3,059

$ 3,183

(a) Other residential revenues includes

franchise, regulatory, and customer late fees, service protection fees, Cox Mobile and other

miscellaneous revenues.

Operating Costs and Expenses

Three Months

Ended March 31,

(in millions)

2026

2025

Programming costs

$ 441

$ 503

Other costs of revenue

272

284

Field and technology operations

230

256

Customer operations

Sales and marketing

252

267

General and administrative

495

560

Total operating costs and expenses

$ 1,740

$ 1,922

Subsequent

Events

Cox has evaluated events that occurred subsequent

to March 31, 2026 for potential recognition and disclosure. Any applicable subsequent events have been evaluated through May 5,

2026, the date of issuance of the unaudited Condensed Consolidated Financial Statements.

2. DIVESTITURE

Pending Divestiture

of Cox — In May 2025, Charter Communications, Inc. (“Charter”) and Charter Communications Holdings,

LLC (“Charter Holdings”) entered into a transaction agreement (“Transaction Agreement”) with CEI. Pursuant to

the Transaction Agreement, at the closing of the transactions, (i) CEI will sell and transfer to Charter 100% of the equity interests

of certain subsidiaries of Cox that conduct Cox’s commercial fiber and managed IT and cloud services businesses, (ii) CEI

will contribute the equity interests of Cox and certain other assets (other than certain excluded assets) primarily relating to Cox’s

residential cable business to Charter Holdings, and (iii) CEI will pay $1.00 to Charter (collectively the "Cox Transactions").

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

On July 31, 2025, Charter’s shareholders

approved the Transaction Agreement.

-7-

3. SUPPLEMENTAL

CASH FLOW INFORMATION

Cox's significant non-cash investing and financing

transactions and other supplemental cash flow information are as follows:

Three Months

Ended March 31,

(in millions)

2026

2025

Significant noncash transactions:

Contribution to capital

from Cox Enterprises, Inc.

$ 28

$ —

Property and equipment acquired under

finance leases and other financing arrangements

—

140

Supplemental cash flow information:

Cash paid for interest

$ 166

$ 178

Cash

paid for income taxes (a)

127

138

(a) The amounts

disclosed as income taxes paid include both cash tax payments made directly to taxing authorities

and payments made by Cox to its parent in settlement of its share of consolidated income

tax obligations.

4. RESTRUCTURING

During 2024, Cox announced a new organizational

structure, which allocates needed resources to growth areas of the business. As a result, certain restructuring initiatives were implemented,

which include severance costs. Restructuring related charges are recorded to other — net on the Condensed Consolidated Statement

of Operations.

The following represents the changes in the balances

of the restructuring-related liabilities, which are reflected within accrued compensation and benefits in the Condensed Consolidated

Balance Sheets as of March 31, 2026 and December 31, 2025.

(in millions)

March 31,

2026

December 31,

2025

Balance at beginning of period

$ 4

$ 180

Expense(a)

—

Payments

(2 )

(176 )

Balance at end of period

$ 2

$ 4

(a) Restructuring-related

charges were recorded to other — net on the Condensed Consolidated Statement of Operations.

-8-

5. DEBT

March 31,

2026

December 31,

2025

(in millions)

Annual Interest

Rate

Carrying

Value

Fair Value

Carrying

Value

Fair Value

Notes

and debentures with maturities (a):

Five years or less

1.80% to 6.95%

$ 3,889

$ 3,800

$ 3,889

$ 3,160

Between five and 10 years

2.60% to 5.70%

3,000

2,813

3,000

3,514

Greater than 10

years

2.95% to 8.38%

4,960

3,875

4,960

3,957

Total notes and

debentures

11,849

$ 10,488

11,849

$ 10,631

Finance

lease obligations (b)(c)

0.47% to 8.24%

730

737

Less unamortized discounts, premiums

and issuance costs

(73 )

(74 )

Total debt

12,506

12,512

Less

current maturities (b)

1,042

1,038

Total long-term debt

$ 11,464

$ 11,474

(a) Require semi-annual

cash interest payments based on their issuance dates.

(b) Current portion

of finance lease obligations totaled $42 million and $38 million as of March 31, 2026

and December 31, 2025, respectively.

certain office facilities, cable transmission and distribution facilities, customer premise

equipment and automobiles under finance leases

Guarantee Agreements

Cox is a party to an amended and restated credit

agreement among Cox and CEI, as borrowers, and JP Morgan Chase Bank, N.A., as administrative agent, and certain other lenders and agents

(the “Credit Facility”). CEI designated Cox as a restricted subsidiary under the Credit Facility. At the same time, Cox provided

an unconditional guarantee of CEI’s obligations under the Credit Facility and CEI also provided an unconditional guarantee of Cox's

obligations under the Credit Facility, which will be automatically released upon the release of Cox's guarantee of CEI's obligations

under the Credit Facility. Cox will also guarantee CEI’s obligations under CEI’s commercial paper program. As of March 31,

2026 and December 31, 2025, CEI had no outstanding obligations under the Credit Facility and no outstanding commercial paper subject

to Cox’s guarantee.

In addition, Cox and CEI provide unconditional

cross-guarantees of the other’s obligations under each company’s respective outstanding notes (except for Cox's 6.53% debentures

due 2028, of which no material amounts are outstanding). CEI and Cox may release their obligations under the cross-guarantee simultaneously

with the other party’s release or in other customary circumstances. As of March 31, 2026 and December 31, 2025, CEI had

$175 million of outstanding notes subject to Cox's guarantee.

6. COMMITMENTS

AND CONTINGENCIES

At the time of divesting an ownership interest

in an entity, Cox sometimes agrees to indemnify the buyer for certain liability risks. Cox believes that any liability to the Company