Form 8-K

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

Accession: 0001104659-26-089522

Filed: 2026-08-03

Period: 2026-08-03

CIK: 0001091667

SIC: 4841 (CABLE & OTHER PAY TELEVISION SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2621789d1_8k.htm (Primary)

EX-23.1 — EXHIBIT 23.1 (tm2621789d1_ex23-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2621789d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2621789d1_ex99-2.htm)

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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): August 3,

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

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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 City or Town

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Co-Registrant State

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Co-Registrant Postal Zip code

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Co-Registrant Local Phone number

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Co-Registrant Emerging Growth Company

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ITEM 8.01. OTHER EVENTS.

As previously disclosed, on

May 16, 2025, Charter Communications, Inc., a Delaware corporation (“Charter”), entered into a Transaction Agreement (the

“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 “Transactions”).

Charter is filing this Current

Report on Form 8-K to provide the (i) unaudited interim condensed consolidated financial statements of Cox Communications as of and for

the three and six months ended June 30, 2026, and (ii) certain pro forma financial information regarding the Transactions as of and for

the six months ended June 30, 2026 and for the year ended December 31, 2025. The unaudited pro forma condensed combined financial statements

as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025 are intended to reflect the impact of the Transactions

on the consolidated financial statements of Charter as if the Transactions had occurred as of June 30, 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

Number

Description

23.1

Consent

of Deloitte & Touche LLP.

99.1

Unaudited

interim condensed consolidated financial statements of Cox Communications, Inc. as of and for the three and six months ended June

30, 2026, and the accompanying notes thereto.

99.2

Unaudited

pro forma condensed combined financial statements of Charter Communications, Inc. as of and for the six months ended June 30, 2026

and for the year ended December 31, 2025, and the accompanying notes thereto.

104

The

cover page from this Current Report on Form 8-K, formatted in Inline XBRL

Cautionary Note Regarding Forward-Looking

Statements

This

communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities

Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding, among other

things, the proposed transaction between Charter and Cox Enterprises. 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: (i) the effect of the announcement of the proposed transaction on the ability of Charter and Cox Enterprises to operate

their respective businesses and retain and hire key personnel and to maintain favorable business relationships; (ii) the timing of

the proposed transaction; (iii) the ability to satisfy closing conditions to the completion of the proposed transaction (including

stockholder and regulatory approvals); (iv) the possibility that the transaction may be more expensive to complete than anticipated,

including as a result of unexpected factors or events; (v) the ultimate outcome and results of integrating operations and application

of Charter’s operating strategies to the acquired assets and the ultimate ability to realize synergies at the levels currently expected

as well as potential dis-synergies; (vi) the impact of the proposed transaction on our stock price and future operating results,

including due to transaction and integration costs, increased interest expense, business disruption, and diversion of management time

and attention; (vii) the reduction in our current stockholders’ percentage ownership and voting interest as a result of the

proposed transaction; (viii) the increase in our indebtedness as a result of the proposed transaction, which will increase interest

expenses and may decrease our operating flexibility; (ix) litigation relating to the proposed transaction; (x) other risks related

to the completion of the proposed transaction and actions related thereto; and (xi) 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 communication may

be identified by the use of forward-looking words such as “believe,” “future,” “expect,” “anticipate,”

“should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,”

“on track,” “target,” “opportunity,” “tentative,” “positioning,” “designed,”

“create,” “predict,” “project,” “initiatives,” “seek,” “would,”

“could,” “continue,” “ongoing,” “upside,” “increases,” “grow,”

“focused on” and “potential,” among others.

All

forward-looking statements speak only as of the date they are made and are based on information available at that time. Charter assumes

no obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements

were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements

involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

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

Name:

Kevin D. Howard

Title:

Executive

Vice President, Chief Accounting Officer and Controller

Date: August 3,

2026

CCO HOLDINGS,

LLC,

Registrant

By:

/s/ Kevin D. Howard

Name:

Kevin D. Howard

Title:

Executive

Vice President, Chief Accounting Officer and Controller

Date: August 3,

2026

CCO HOLDINGS

CAPITAL CORP.,

Registrant

By:

/s/

Kevin D. Howard

Name:

Kevin

D. Howard

Title:

Executive

Vice President, Chief Accounting Officer and Controller

Date: August 3, 2026

EX-23.1 — EXHIBIT 23.1

EX-23.1

Filename: tm2621789d1_ex23-1.htm · Sequence: 2

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration Statement No. 333-297735 on Form S-3 of Charter Communications, Inc.

of our report dated February 27, 2026, relating to the financial statements of Cox Communications, Inc. appearing in the Current

Report on Form 8-K filed by Charter Communications, Inc. on July 23, 2026.

/s/ Deloitte & Touche LLP

Atlanta, GA

August 3, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2621789d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

COX COMMUNICATIONS, INC.

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

TABLE OF CONTENTS

Page

Condensed

Consolidated Financial Statements as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30,

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)

COX COMMUNICATIONS, INC.

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

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

June 30,

December 31,

(in millions)

2026

2025

ASSETS

Cash and cash equivalents

$ 79

$ 64

Accounts receivable — net of allowance of $58 and $38, respectively

633

657

Amounts due from Cox Enterprises, Inc.

4,632

4,025

Prepaid expenses and other current assets

350

352

Total current assets

5,694

5,098

Property and equipment — net

12,504

12,603

Goodwill

1,260

Intangible assets — net

11,357

11,374

Other noncurrent assets

417

394

TOTAL ASSETS

$ 31,232

$ 30,729

LIABILITIES AND EQUITY

Accounts payable

$ 518

$ 497

Accrued labor and benefits

401

482

Accrued programming costs

161

180

Accrued expenses and other current liabilities

791

790

Current portion of long-term debt

1,038

Total current liabilities

2,909

2,987

Long-term debt

11,457

11,474

Deferred income taxes

4,542

4,446

Other noncurrent liabilities

466

873

Total liabilities

19,374

19,780

EQUITY

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

—

Additional paid-in capital

4,575

4,540

Retained earnings

7,283

6,409

Total equity

11,858

10,949

TOTAL LIABILITIES AND EQUITY

$ 31,232

$ 30,729

See notes to Condensed Consolidated Financial Statements.

COX COMMUNICATIONS, INC.

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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

2026

2025

2026

2025

REVENUES

$ 3,008

$ 3,140

$ 6,067

$ 6,323

OPERATING EXPENSES:

Operating costs and expenses (a)

1,821

1,880

3,561

3,802

Depreciation and amortization

523

551

1,061

1,095

Other — net

139

Total operating expenses

2,437

2,502

4,761

4,953

OPERATING INCOME

571

638

1,306

1,370

NON-OPERATING EXPENSES:

Interest expense — net

(109 )

(111 )

(220 )

(219 )

Investments expense — net

(3 )

(14 )

(2 )

(55 )

Miscellaneous income — net

Total non-operating expenses

(96 )

(118 )

(191 )

(260 )

INCOME BEFORE INCOME TAXES

475

520

1,115

1,110

INCOME TAX EXPENSE

(103 )

(105 )

(241 )

(234 )

NET INCOME

$ 372

$ 415

$ 874

$ 876

(a) See Note 8 — Transactions with Affiliated

Companies for impacts associated with related parties.

See notes to Condensed Consolidated Financial Statements.

COX COMMUNICATIONS, INC.

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended June 30,

(in millions)

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$ 874

$ 876

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

1,061

1,095

Deferred income taxes

(24 )

Investments expense — net

Provision for credit losses

Restructuring and other

(169 )

Changes in certain assets and liabilities:

Increase in accounts receivable

(16 )

(38 )

Increase in prepaid expenses and other assets

(8 )

—

Increase (decrease) in accounts payable

(32 )

Decrease in accrued expenses and other liabilities

(418 )

(177 )

Other — net

(22 )

Net cash provided by operating activities

1,608

1,604

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures

(963 )

(1,136 )

(Increase) decrease in amounts due from Cox Enterprises, Inc.

(607 )

366

Other — net

Net cash used in investing activities

(1,566 )

(740 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of debt

(20 )

(867 )

Other — net

(7 )

(11 )

Net cash used in financing activities

(27 )

(878 )

NET CHANGE IN CASH AND CASH EQUIVALENTS

(14 )

CASH AND CASH EQUIVALENTS — Beginning of period

CASH AND CASH EQUIVALENTS — End of period

$ 79

$ 83

See notes to Condensed Consolidated Financial Statements.

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

Net income

—

372

Contribution to capital from Cox Enterprises, Inc.

—

BALANCE — June 30, 2026

—

4,575

7,283

11,858

(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

Net income

—

415

BALANCE — June 30, 2025

—

4,429

10,933

15,362

See notes to Condensed Consolidated Financial Statements.

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.

Revenue Recognition

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

2026

2025

2026

2025

Residential

Data

$ 1,350

$ 1,438

$ 2,737

$ 2,916

Video

563

610

1,150

1,230

Telephony

103

Other (a)

136

137

270

275

Total residential

2,090

2,235

4,238

4,524

Commercial

853

852

1,714

1,695

Advertising

115

104

Total revenues

$ 3,008

$ 3,140

$ 6,067

$ 6,323

(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 June 30,

Six Months Ended June 30,

(in millions)

2026

2025

2026

2025

Programming costs

$ 434

$ 472

$ 875

$ 975

Other costs of revenue

285

282

557

566

Field and technology operations

251

250

481

506

Customer operations

103

105

Sales and marketing

250

278

502

545

General and administrative

548

545

1,043

1,105

Total operating costs and expenses

$ 1,821

$ 1,880

$ 3,561

$ 3,802

Subsequent Events

Cox has evaluated events that occurred subsequent

to June 30, 2026 for potential recognition and disclosure. Any applicable subsequent events have been evaluated through July 31,

2026, the date of issuance of the unaudited Condensed Consolidated Financial Statements.

2.            DIVESTITURE

Pending Disposition

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

LLC (“Charter Holdings”) entered into a 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. The combined entity will also 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.

3.            SUPPLEMENTAL

CASH FLOW INFORMATION

Six Months Ended June 30,

(in millions)

2026

2025

Significant noncash transactions:

Contribution to capital from Cox Enterprises, Inc.

$ 35

$ —

Property and equipment acquired under finance leases and other financing arrangements

—

153

Supplemental cash flow information:

Cash paid for interest

$ 300

$ 318

Cash paid for income taxes(a)

237

262

(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

In 2024, Cox announced a new organizational structure,

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

included 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 Condensed Consolidated Balance

Sheets as of June 30, 2026 and December 31, 2025.

(in millions)

June 30, 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 Statements of Operations.

5.            DEBT

June 30, 2026

December 31, 2025

(in millions)

Carrying

Value

Fair Value

Carrying

Value

Fair Value

Notes and debentures (a)

$ 11,849

$ 10,424

$ 11,849

$ 10,631

Finance lease obligations (b)(c)

717

737

Less unamortized discounts, premiums and issuance costs

(71 )

(74 )

Total debt

12,495

12,512

Less current maturities (b)

1,038

Total long-term debt

$ 11,457

$ 11,474

(a) Require semi-annual cash interest payments based

on their issuance dates.

(b) Current portion

of finance lease obligations totaled $38 million as of June 30, 2026 and December 31, 2025, respectively.

office facilities, cable transmission and distribution facilities 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 June 30,

2026 and December 31, 2025, CEI had no outstanding obligations under the Credit Facility and $125 million and no outstanding commercial

paper subject to Cox’s guarantee, respectively.

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 June 30, 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

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

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 alleged that Cox’s handling of Digital Millennium Copyright

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

In December 2019, a jury returned a verdict

of $1.0 billion against Cox, with 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

was stayed by the Fourth Circuit until the resolution of 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.

In March 2026, the United States Supreme Court reversed the Fourth Circuit's judgment, holding that as a matter of law, Cox’s

conduct did not meet the standard for contributory copyright infringement.

As a result of the Supreme Court’s decision,

in May 2026, the Fourth Circuit issued judgment in Cox’s favor on the merits appeal. In June 2026, the Fourth Circuit

dismissed as moot Rule 60(b) appeal and the district court entered final judgment in favor of Cox and against Plaintiffs. This

matter is now concluded.

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 Speculation") 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 Condensed 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.

7.            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.

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 June 30, 2026 and December 31, 2025 are based on inputs other than quoted prices in active markets, that are observable

either directly or indirectly and are 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.

8.            TRANSACTIONS WITH

AFFILIATED COMPANIES

For all periods presented in the Condensed Consolidated

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

Three Months Ended

Six Months Ended

June 30,

(in millions)

2026

2025

2026

2025

Employee Benefit Plans

Healthcare and other employee benefits

$ 67

$ 63

$ 135

$ 127

Qualified and nonqualified pension (a)

401(k) Plan

Postemployment and postretirement benefits (a)

Long-term incentive compensation

Other Allocated Expenses (b)

Management services

131

138

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 Condensed 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 Condensed Consolidated Statements of Operations.

(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.

Amounts due from CEI

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 3.72% to 3.78% during the six months ended June 30, 2026,

and 4.42% to 4.43% during the six months ended June 30, 2025. The associated interest income was $43 million and $45 million for

three months ended June 30, 2026 and 2025, respectively, and was $84 million and $90 million for the six months ended June 30,

2026 and 2025, respectively.

Other Related Party Transactions

There are various other related party activities

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

******

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2621789d1_ex99-2.htm · Sequence: 4

Exhibit

99.2

UNAUDITED PRO

FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The accompanying

unaudited pro forma condensed combined financial statements as of and for the six months ended June 30, 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

Communications, Inc. (“Charter”), as if the Cox Transactions had occurred as of June 30, 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. The accompanying unaudited pro forma financial statements present the pro forma financial position and results of operations

of Charter based on the historical financial statements and accounting records of Charter and Cox Communications, Inc (“Cox

Communications”) and the related pro forma transaction accounting adjustments as described in the accompanying notes. The transaction

accounting adjustments are intended to reflect U.S. generally accepted accounting principles (“GAAP”) to illustrate the effects

of the transactions on Charter’s historical financial statements.

The Transactions

On May 16,

2025, Charter, Charter Communications Holdings, LLC (“Charter Holdings”), and Cox Enterprises, Inc. (“Cox Enterprises”)

entered into a Transaction Agreement (the “Transaction Agreement”) pursuant to which (i) Cox Enterprises will sell and

transfer to Charter 100% of the equity interests of certain subsidiaries of Cox Communications that conduct Cox Communications’

commercial fiber and managed IT and cloud services businesses (the “Equity Sale”), (ii) Cox Enterprises will contribute

the equity interests of Cox Communications and certain other assets (other than certain excluded assets) primarily related to Cox Communications’

residential cable business to Charter Holdings (the “Contribution”), and (iii) Cox Enterprises will pay $1.00 to Charter

(collectively, the “Cox Transactions”). Under the Transaction Agreement, Charter and Cox Enterprises may designate one or

more wholly owned subsidiaries to take actions with respect to Charter and Cox Enterprises, respectively.

Pursuant to the Transaction Agreement,

at the closing of the Cox Transactions:

· in

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

· in

consideration of the Contribution, Charter Holdings will (i) pay to Cox Enterprises

$650 million in cash and (ii) issue to Cox Enterprises convertible preferred units of Charter

Holdings with an aggregate liquidation preference of $6.0 billion, which will pay a 6.875%

dividend per annum, and approximately 33.6 million Charter Holdings common units. The Charter

Holdings convertible preferred units will be convertible into Charter Holdings common units,

with an initial conversion price of $477.41, subject to certain adjustments. The Charter

Holdings common units will be exchangeable by the holder, in certain circumstances, for cash

or, at the election of Charter, Charter Class A common stock on a one-for-one basis,

subject to certain adjustments; and

· in

consideration of the $1.00 payment from Cox Enterprises to Charter, Charter will issue to

Cox Enterprises one share of the newly created Charter Class C common stock. The Charter

Class C common stock will be equivalent, economically, to the outstanding Charter Class A

common stock and the Charter Class B common stock but will have a number of votes per

share that reflect the voting power of the Charter Holdings common units and the Charter

Holdings convertible preferred units held by Cox Enterprises on an as-converted, as-exchanged

basis.

The combined entity

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

Basis of Presentation

The unaudited pro

forma financial statements are based on (i) the unaudited consolidated financial statements of Charter as of and for the three and

six months ended June 30, 2026 contained in Charter’s Quarterly Report on Form 10-Q filed with the SEC on July 24,

2026, (ii) the unaudited consolidated financial statements of Cox Communications as of and for the three and six months ended June 30,

2026 contained in this Current Report on Form 8-K, (iii) the audited consolidated financial statements of Charter as of and

for the year ended December 31, 2025 contained in Charter’s Annual Report on Form 10-K filed with the SEC on January 30,

2026, and (iv) the audited consolidated financial statements of Cox Communications as of and for the year ended December 31,

2025 contained in Charter’s Current Report on Form 8-K filed with the SEC on July 23, 2026.

The Cox Transactions

will be accounted for using the acquisition method of accounting with Charter as the accounting acquirer. As of the date of this current

report, Charter has not completed the detailed valuation studies necessary to arrive at final estimates of the fair market value of the

assets to be acquired and the liabilities to be assumed and the related allocations of purchase price, nor has it identified all adjustments

necessary to conform Cox Communications to Charter’s accounting policies. As indicated in Note 1 to the unaudited pro forma financial

statements, based on information currently available, Charter has made certain adjustments to the historical book values of the assets

and liabilities of Cox Communications to reflect preliminary estimates of fair values necessary to prepare the unaudited pro forma financial

statements. Actual results may differ from these unaudited pro forma financial statements once the Cox Transactions are completed which

includes determining the final purchase price for Cox Communications, completing the valuation studies necessary to finalize the required

purchase price allocations, and identifying any additional conforming accounting policy changes for Cox Communications. There can be

no assurance that such finalization will not result in material changes.

The unaudited pro

forma financial statements are provided for illustrative purposes only and are based on available information and assumptions that Charter

believes are reasonable and do not purport to represent what the actual consolidated results of operations or the consolidated financial

position of Charter would have been had the Cox Transactions occurred on the dates indicated, nor are they necessarily indicative of

future consolidated results of operations or consolidated financial position. The actual financial position and results of operations

will differ, perhaps significantly, from the pro forma amounts reflected herein due to a variety of factors, including access to additional

information, changes in value not currently identified and changes in operating results following the date of the pro forma financial

statements. The assumptions underlying the pro forma adjustments are described in greater detail in the accompanying notes to the unaudited

pro forma condensed combined financial statements.

Items Not Adjusted in the Unaudited

Pro Forma Financial Information

The unaudited pro

forma financial statements do not reflect all reclassifications or adjustments to conform the Cox Communications financial statement

presentation or accounting policies to those adopted by Charter. At this time, Charter is not aware of any intercompany transactions

that would have a material impact on the unaudited pro forma financial statements that are not reflected in the pro forma adjustments.

Further review may identify additional intercompany transactions, reclassifications or differences between the accounting policies of

the companies that, when conformed, could have a material impact on the unaudited pro forma financial statements of the combined company.

The unaudited pro

forma financial statements do not include any adjustment for liabilities or related costs that may result from integration activities,

since management has not completed the process of making these assessments. Significant liabilities and related costs may ultimately

be recorded for employee severance or relocation, costs of vacating some facilities and costs associated with other exit and integration

activities. The unaudited pro forma statements of operations also do not include any revenue or expense synergies or dis-synergies resulting

from the Cox Transactions.

In connection

with the Cox Transactions, at the closing, Charter, Cox Enterprises and Advance/Newhouse Partnership (“A/N”) will enter into

the amended tax receivables agreement, which will set forth the terms pursuant to which Charter will pay Cox Enterprises and A/N, as

applicable, for tax benefits arising from Cox Enterprises’ or A/N’s potential future exchanges of their respective Charter

Holdings common units and Charter Holdings convertible preferred units, as applicable, into cash or Charter Class A common stock

pursuant to the amended exchange agreement. The amended tax receivables agreement will provide for a payment by Charter of 50% of the

tax benefits when realized by Charter from the step-up in tax basis resulting from any such future exchanges. A/N is currently party

to the existing tax receivables agreement with Charter, and such agreement will be amended and restated by the amended tax receivables

agreement at the closing. Charter has not recorded a pro forma adjustment for the tax receivables agreement with Cox Enterprises as a

contingent consideration obligation in the preliminary purchase price allocation as it is impractical to estimate its fair value since

the tax benefit is dependent on uncertain future events that are outside Charter’s control. A future exchange is not based on a

fixed and determinable date and the exchange is not certain to occur.

UNAUDITED PRO

FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2026

(dollars in millions)

Cox

Charter

Communications

Pro

Forma

Pro

Forma

(Historical)

Adjustments

Combined

ASSETS

CURRENT ASSETS:

Cash

and cash equivalents

509

(158

)

430

Accounts

receivable, net

3,651

633

—

4,284

Amounts

due from Cox Enterprises, Inc.

—

4,632

(4,632

)

—

Prepaid

expenses and other current assets

813

350

—

1,163

Total current

assets

4,973

5,694

(4,790

)

5,877

INVESTMENT IN CABLE PROPERTIES:

Property,

plant and equipment, net

47,955

12,504

3,996

64,455

Customer

relationships, net

238

479

3,121

3,838

Franchises

67,471

10,275

(3,750

)

73,996

Goodwill

29,710

1,260

(1,260

)

29,710

Total investment

in cable properties, net

145,374

24,518

2,107

171,999

OTHER NONCURRENT ASSETS

5,271

1,020

(351

)

5,940

Total

assets

155,618

31,232

(3,034

)

183,816

LIABILITIES

AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accounts

payable, accrued and other current liabilities

12,779

1,871

—

14,650

Current

portion of long-term debt

999

1,038

—

2,037

Total current

liabilities

13,778

2,909

—

16,687

LONG-TERM DEBT

92,960

11,457

2,778

107,195

EQUIPMENT INSTALLMENT PLAN

FINANCING FACILITY

1,596

—

1,596

DEFERRED INCOME TAXES

20,237

4,542

(4,991

)

19,788

OTHER LONG-TERM LIABILITIES

5,146

466

—

5,612

SHAREHOLDERS’ EQUITY:

Controlling

interests

16,952

11,858

(15,110

)

13,700

Noncontrolling

interests

4,949

—

14,289

19,238

Total shareholders’

equity

21,901

11,858

(821

)

32,938

Total

liabilities and shareholders’ equity

155,618

31,232

(3,034

)

183,816

See

accompanying “Notes to Unaudited Pro Forma Condensed Combined Financial Statements”

UNAUDITED PRO

FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

SIX MONTHS ENDED

JUNE 30, 2026

(dollars and

weighted average shares outstanding in millions, except per share amounts)

Cox

Charter

Communications

Pro

Forma

Pro

Forma

(Historical)

Adjustments

Combined

REVENUES

27,123

6,067

33,215

COSTS AND

EXPENSES:

Operating

costs and expenses (exclusive of items shown separately below)

16,378

3,561

(106

)

19,833

Depreciation

and amortization

4,408

1,061

243

5,712

Other

operating expenses, net

139

210

20,852

4,761

142

25,755

Income

from operations

6,271

1,306

(117

)

7,460

OTHER INCOME

(EXPENSES):

Interest

expense, net

(2,532

)

(220

)

(278

)

(3,030

)

Other

expenses, net

(32

)

(2,444

)

(191

)

(310

)

(2,945

)

Income before

income taxes

3,827

1,115

(427

)

4,515

Income

tax expense

(940

)

(241

)

327

(854

)

Consolidated

net income

2,887

874

(100

)

3,661

Less: Net

income attributable to noncontrolling interests

(432

)

—

(1,031

)

(1,463

)

Net

income attributable to Charter shareholders

2,455

874

(1,131

)

2,198

EARNINGS

PER COMMON SHARE:

Basic

20.00

17.87

Diluted

19.81

17.59

WEIGHTED

AVERAGE COMMON SHARES OUTSTANDING:

Basic

123

Diluted

124

137

See accompanying

“Notes to Unaudited Pro Forma Condensed Combined Financial Statements”

UNAUDITED PRO

FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER

31, 2025

(dollars and

weighted average shares outstanding in millions, except per share amounts)

Cox

Charter

Communications

Pro

Forma

Pro

Forma

(Historical)

Adjustments

Combined

REVENUES

54,774

12,531

67,359

COSTS AND

EXPENSES:

Operating

costs and expenses (exclusive of items shown separately below)

32,739

7,543

(222

)

40,060

Depreciation

and amortization

8,711

2,158

505

11,374

Impairment

of intangible assets

—

5,604

—

5,604

Other

operating expenses, net

416

192

162

770

41,866

15,497

445

57,808

Income

(loss) from operations

12,908

(2,966

)

(391

)

9,551

OTHER INCOME

(EXPENSES):

Interest

expense, net

(5,042

)

(424

)

(573

)

(6,039

)

Other

expenses, net

(408

)

(30

)

(30

)

(468

)

(5,450

)

(454

)

(603

)

(6,507

)

Income (loss)

before income taxes

7,458

(3,420

)

(994

)

3,044

Income

tax expense

(1,692

)

772

432

(488

)

Consolidated

net income (loss)

5,766

(2,648

)

(562

)

2,556

Less: Net

income attributable to noncontrolling interests

(779

)

—

(401

)

(1,180

)

Net

income (loss) attributable to Charter shareholders

4,987

(2,648

)

(963

)

1,376

EARNINGS

PER COMMON SHARE:

Basic

36.90

10.19

Diluted

36.21

10.00

WEIGHTED

AVERAGE COMMON SHARES OUTSTANDING:

Basic

135

Diluted

138

See accompanying “Notes

to Unaudited Pro Forma Condensed Combined Financial Statements”

NOTES TO UNAUDITED

PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1. Cox Transactions Pro Forma

Balance Sheet Adjustments

For purposes of

the unaudited pro forma financial statements, the preliminary purchase price is assumed to be approximately $14.3 billion based on preliminary

fair value estimates for each component of consideration transferred to Cox Enterprises. The Charter Holdings common units which are

exchangeable into Charter Class A common stock are fair valued based on a $142.21 closing price of Charter Class A common stock

on June 30, 2026, representing the last business day of the recently completed month. The Charter Holdings convertible preferred

units are fair valued based on a binominal lattice simulation model contemplating a 6.875% preferred cash dividend on the instrument’s

$6.0 billion par value and estimated fair value of Charter Class A common stock upon conversion. The final purchase price will be

different from the preliminary purchase price presented as the fair value of the equity portion of the Cox Transactions consideration

will be based on the fair value of Charter Class A common stock at closing.

(in

millions, except price per share data)

Charter Holdings

common units issued to Cox Enterprises

33.6

Closing price as of June 30,

2026

$ 142.21

Estimated fair value of Charter

Holdings common units issued to Cox Enterprises

$ 4,776

Estimated fair value of Charter

Holdings convertible preferred units issued to Cox Enterprises

5,378

Cash paid

to Cox Enterprises

4,150

Total

preliminary purchase price

$ 14,304

The table below

presents the allocation of the preliminary purchase price to the identifiable assets acquired and liabilities assumed at their respective

estimated fair values as if the Cox Transactions had closed on June 30, 2026.

(in millions)

Current assets

$ 1,083

Property, plant and equipment

16,500

Customer relationships

3,600

Franchises

6,525

Other noncurrent assets

669

Current liabilities (includes current portion of long-term

debt of $1.0 billion)

(2,909 )

Long-term debt

(10,113 )

Deferred income taxes

(585 )

Other long-term liabilities

(466 )

$ 14,304

The preliminary

estimates are based upon currently available information. As such, additional assets and liabilities may be identified and reflected

in the final purchase price allocation.

Upon finalization

of the fair value assessment, Charter anticipates the finalized fair values of the net assets acquired will differ from the preliminary

assessment outlined above. Generally, changes to the initial estimates of the fair value of the assets acquired and liabilities assumed

will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill. If upon completion

of the valuations, the fair values are greater or less than the amounts included in the preliminary purchase price allocation above,

such a change would not likely have a material impact on the financial position or results of operations of Charter.

The following summarizes the pro forma

balance sheet adjustments relating to the Cox Transactions:

(a) Pro

forma adjustment of $158 million to cash and cash equivalents represents the use of cash

to pay approximately $151 million of remaining transaction costs not already reflected in

the historical financial statements including advisor fees and other expenses directly related

to the Cox Transactions, as well as $28 million use of cash to pay debt issuance costs, offset

by $21 million source of cash from Cox Enterprises to reflect minimum operating cash of $100

million to be assumed at closing per the Transaction Agreement. Refer to (e) below for

sources and uses of cash.

(b) Represents

the elimination of the intercompany note receivable from Cox Enterprises not assumed in the

Cox Transactions.

pro forma purposes, preliminary estimates are used for allocations of the purchase price

to Cox Communications' property, plant and equipment; customer relationships; and franchises.

As of the filing date, Charter has not completed the detailed valuation studies necessary

to determine the fair value of Cox Communications' assets to be acquired and liabilities

to be assumed, or the related allocations of purchase price. Accordingly, the allocation

of purchase price to acquired tangible and intangible assets is based on preliminary fair

value estimates and is subject to revision following management's final analysis, with assistance

from third-party valuation advisors, upon completion of the Cox transactions. The estimated

tangible and intangible asset values and their remaining useful lives may materially change

based on information obtained during the acquisition process and circumstances occurring

prior to closing.

(d) Represents

the write-down of the Cox Communications trade name intangible under the market participant

assumption that it will not continue as a market-based intangible. The Spectrum trade name

will be used to market or promote the products and services of the combined company across

the Cox footprint whereas the Cox Communications trade name will become the name of the combined

company within one year of closing the Cox Transactions.

(e) Cox

Communications’ debt assumed was adjusted to the most recent available estimated fair

value using quoted market values as of June 30, 2026 representing the last business

day of the recently completed month. This adjustment resulted in a decrease in long-term

debt of approximately $1.3 billion. The fair value adjustment to long-term debt is a result

of quoted market values of Cox Communications’ debt being lower than the face amount

of the related debt as a result of market interest rates being higher than the stated interest

rate of the debt. In acquisition accounting, this results in the recognition of a debt discount

that is amortized as an increase to interest expense over the remaining life of the debt.

In addition, long-term debt was also adjusted to reflect $4.15 billion new debt raised, less

debt issuance costs, to fund the preliminary purchase price of the Cox Transactions. This

includes an additional $150 million for Cox Communications’ bond repayment at maturity

in June 2025 that is no longer intended to be refinanced before closing of the Cox Transactions.

The following table presents

pro forma cash sources and uses as a result of the Cox Transactions.

(in millions)

Sources:

Proceeds from issuance of long-term debt

$ 4,150

Cox Communications cash and cash equivalents assumed

Cox Enterprises cash contributed to reflect minimum operating

cash

Charter cash and cash equivalents on-hand

$ 4,329

Uses:

Cash portion of purchase price paid to Cox Enterprises

$ 4,150

Remaining transaction costs including advisor fees and other

expenses

151

Debt issuance costs

$ 4,329

(f) For

pro forma purposes, deferred taxes are presented dependent on the anticipated tax treatment

for the Contribution and the Equity Sale components of the Cox Transactions. The Contribution

is treated as a nontaxable partnership contribution and no Charter deferred taxes are assumed

to be recorded in purchase accounting as the excess book basis of net assets contributed

is associated with the noncontrolling interest partner, Cox Enterprises, and not the controlling

interest partner, Charter. The Equity Sale is treated as a taxable stock acquisition and

the tax attributes of the Cox Communications subsidiaries acquired are assumed to carry over

to Charter and net deferred tax liabilities of $585 million are estimated to be recorded

in purchase accounting reflecting historical temporary difference of these subsidiaries contemplating

additional book step-up and applying an estimated tax rate of 25%. Lastly, on the relative

ownership adjustment of Charter Holdings, a $1.0 billion reduction in deferred tax liabilities

is estimated for the carrying value adjustment to Charter’s common units held in Charter

Holdings applying an estimated tax rate of 25%. Refer to (h) below on relative ownership

adjustment to shareholders’ equity.

(g) Pro

forma adjustments to controlling interests and noncontrolling interests in shareholders’

equity are reflected as follows.

(in millions)

Controlling Interests:

Elimination of Cox Communications’ historical

equity

$ (11,858 )

Payment of remaining transaction costs including advisor fees

(151 )

Relative ownership adjustment of Charter

Holdings’ common unit equity balances, net of tax

(3,101 )

$ (15,110 )

Noncontrolling Interests:

Estimated fair value of Charter Holdings common units issued

to Cox Enterprises

$ 4,776

Estimated fair value of Charter Holdings convertible preferred

units issued to Cox Enterprises

5,378

Relative ownership adjustment of Charter

Holdings’ common unit equity balances

4,135

$ 14,289

The Charter Holdings

common units issued to Cox Enterprises as a portion of the consideration for the Contribution initially are measured at their fair value

of $4.8 billion in accordance with acquisition accounting. However, upon new partner entry to Charter Holdings, the carrying amounts

of the common units of the controlling interest (Charter) and noncontrolling interests (Cox Enterprises and A/N) are adjusted to reflect

their relative effective common ownership interest in Charter Holdings. Relative ownership adjustment results in an increase to noncontrolling

interests of approximately $4.1 billion and a corresponding decrease to additional paid-in capital of $4.1 billion, net of a $1.0 billion

reduction in deferred income taxes, for Charter’s decrease in book basis in Charter Holdings.

Note 2. Cox Transactions Pro Forma

Statement of Operations Adjustments

The following summarizes the pro forma

statement of operations adjustments relating to the Cox Transactions.

(a) Proforma

adjustments to revenues of $25 million and $54 million for the six months ended June 30,

2026 and year ended December 31, 2025, respectively, represent reclassifications of

customer revenues treated as contra-expense in Cox Communications historical financials in

order to conform to Charter’s financial statement presentation including i) cash collected

from customers to recover collection costs reclassed from operating costs and expenses, ii)

cash collected from customers for unreturned equipment fees reclassed from other operating

expenses, net, and iii) real estate sublease income reclassed from other expenses, net.

(b) Pro

forma adjustments to operating costs and expenses of $106 million and $222 million for the

six months ended June 30, 2026 and year ended December 31, 2025, respectively,

represents costs related to excluded parent company obligations and intercompany cost allocations

from Cox Enterprises that are to be terminated by Cox Communications at the closing in connection

with the Transaction Agreement. Following the closing, these costs will not be incurred by

Charter. Pro forma adjustments to operating costs and expenses also includes the reclassification

of customer revenues treated as contra-expense in Cox Communications historical financials

in order to conform to Charter’s financial statement presentation. See Note 2(a).

and amortization increased by $243 million and $505 million for the six months ended June 30,

2026 and year ended December 31, 2025, respectively, as follows.

(in millions)

Six Months

Ended June 30, 2026

Year Ended

December 31, 2025

Depreciation

Amortization

Total

Depreciation

Amortization

Total

Cox Communications pro forma expense based on

fair value

$ 1,031

$ 273

$ 1,304

$ 2,063

$ 600

$ 2,663

Cox Communications historical expense

(1,061 )

(2,158 )

$ 243

$ 505

The

increase was estimated using a preliminary average remaining useful life of 8 years for property, plant and equipment and 11 years for

customer relationships. Property, plant and equipment are depreciated using a straight-line depreciation method. Customer relationships

are amortized using an accelerated method (sum of the years’ digits) to reflect the period over which the relationships are expected

to generate cash flows. Following the acquisition, Cox Communications’ pro forma customer relationships of $3.6 billion would result

in amortization expense under the accelerated method of $600 million for year 1, $545 million for year 2, $491 million for year 3, $436

million for year 4, $382 million for year 5 and $1.1 billion thereafter. The effect of a one-year decrease in the weighted average useful

lives of property, plant and equipment and customer relationships would be an increase to depreciation and amortization expense of approximately

$169 million and $349 million for the six months ended June 30, 2026 and year ended December 31, 2025, respectively, while

the effect of a one-year increase would result in a decrease of approximately $133 million and $275 million for the six months ended

June 30, 2026 and year ended December 31, 2025, respectively. The pro forma adjustments are based on current estimates and

may not reflect actual depreciation and amortization once the purchase price allocation is finalized and final determination of remaining

useful lives are made.

(d) Pro

forma adjustment to increase other operating expenses, net by $162 million for the year ended

December 31, 2025 primarily represents the payment of remaining transaction costs not

already reflected in the historical financial statements including advisor fees and other

expenses directly related to the Cox Transactions. Transaction costs of $23 million and $128

million are included in the historical income statement of Charter within other operating

expenses, net for the six months ended June 30, 2026 and year ended December 31,

2025, respectively. Pro forma adjustments to other operating expenses, net for the six months

ended June 30, 2026 and year ended December 31, 2025 also includes the reclassification

of customer revenues treated as contra-expense in Cox Communications historical financials

in order to conform to Charter’s financial statement presentation. See Note 2(a).

(e) Interest

expense, net increased by $278 million and $573 million for the six months ended June 30,

2026 and year ended December 31, 2025, respectively, as follows.

Six Months Ended

Year Ended

(in millions)

June 30,

2026

December 31,

2025

Additional interest expense on new debt issued

$ (138 )

$ (275 )

Elimination of intercompany note interest income

(84 )

(188 )

Amortization of discount as a result of adjusting assumed

Cox Communications’ long-term debt to fair value

(59 )

(118 )

Amortization of new debt issuance costs

(1 )

(2 )

Elimination of amortization related to

Cox Communications’ debt discounts and debt issuance costs

$ (278 )

$ (573 )

(f) Pro

forma adjustment to increase other expenses, net by $32 million and $30 million for the six

months ended June 30, 2026 and year ended December 31, 2025, respectively, primarily

represents the elimination of the Cox Enterprises allocated non-service component of pension

benefit. Following the closing, these pension benefits will not be incurred by Charter. Pro

forma adjustments to other expenses, net also includes the reclassification of customer revenues

treated as contra-expense in Cox Communications historical financials in order to conform

to Charter’s financial statement presentation. See Note 2(a).

(g) The

pro forma adjustment to income tax expense of $327 million and $432 million for the six months

ended June 30, 2026 and year ended December 31, 2025, respectively, was determined

by removing Cox Communications’ income tax expense and applying an estimated Charter

tax rate of 25% to pro forma income before taxes allocated to Charter after the allocation

of profits to the noncontrolling interest holders.

(h) Net

income attributable to noncontrolling interest increased by $1.0 billion and $401 million

for the six months ended June 30, 2026 and year ended December 31, 2025, respectively,

as shown in the following table. All ownership amounts are calculated using whole numbers;

minor differences may exist due to rounding.

Six Months Ended

Year Ended

(in millions)

June 30,

2026

December 31,

2025

Charter Holdings pro forma income before income

taxes

$ 4,515

$ 3,044

Charter Holdings 6.875% cash dividend

to Cox Enterprises preferred unit holders

(207 )

(413 )

Charter Holdings pro forma income before income taxes available

for allocation to common unit holders

$ 4,308

$ 2,631

Noncontrolling interest in Charter Holdings excluding preferred

units based on pro forma common unit ownership of Charter Holdings (20.0% Cox Enterprises and 9.2% A/N)

29.2 %

Noncontrolling interest expense - Charter Holdings common

units

$ 1,256

$ 767

Noncontrolling interest expense - Charter Holdings convertible

preferred units

207

413

Eliminate historical noncontrolling interest

expense recorded based on historical A/N common unit ownership of Charter Holdings

(432 )

(779 )

$ 1,031

$ 401

(i) The

following table sets forth the computation of pro forma basic and diluted earnings per share

for the six months ended June 30, 2026 and year ended December 31, 2025. Not included

in the computation of pro forma diluted earnings per share because the effect would be anti-dilutive

are the 33.6 million Charter Holdings common units for the six months ended June 30,

2026 and year ended December 31, 2025 and the 12.6 billion equivalent common units for

the Charter Holdings convertible preferred units ($6.0 billion par value divided by $477.41

initial conversion price) issued to Cox Enterprises on an if-converted, if-exchanged basis

for the year ended December 31, 2025.

Six

Months Ended

Year

Ended

(in

millions, except per share data)

June 30,

2026

December 31,

2025

Numerator:

Pro

forma net income attributable to common stock

2,198

1,376

Effect of

dilutive securities:

Charter

Holdings convertible preferred units

207

—

Pro

forma net income attributable to common stock after assumed conversions

2,405

1,376

Denominator:

Pro

forma Charter weighted average shares outstanding, basic

123

135

Effect of

dilutive securities:

Assumed

exercise or issuance of shares relating to stock plans

Weighted

average Charter Holdings convertible preferred units

—

Pro forma

weighted average common shares outstanding, diluted

137

138

Pro forma

net income per share attributable to common stock:

Basic

17.87

10.19

Diluted

17.59

10.00

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