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•	our ability to achieve the synergies and value creation contemplated by the Transactions;

•	our ability to promptly, efficiently and effectively integrate acquired operations;

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

•	diversion of management time on issues related to the integration of the Transactions;

•	changes in Legacy Charter, Legacy TWC or Legacy Bright House operations' businesses, future cash requirements, capital requirements, results of operations, revenues, financial condition and/or cash flows;

•	disruption in our business relationships as a result of the Transactions;

•	the increase in indebtedness as a result of the Transactions, which will increase interest expense and may decrease our operating flexibility;

•	operating costs and business disruption that may be greater than expected;

•	the ability to retain and hire key personnel and maintain relationships with providers or other business partners; and

•	costs, disruptions and possible limitations on operating flexibility related to regulatory conditions applicable to us as a result of the Transactions.

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our ability to sustain and grow revenues and cash flow from operations by offering video, Internet, voice, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in our markets and to maintain and grow our customer base, particularly in the face of increasingly aggressive competition, the need for innovation and the related capital expenditures;

•	the impact of competition from other market participants, including but not limited to incumbent telephone companies, direct broadcast satellite operators, wireless broadband and telephone providers, digital subscriber line (“DSL”) providers, fiber to the home providers, video provided over the Internet and providers of advertising over the Internet;

•	general business conditions, economic uncertainty or downturn, unemployment levels and the level of activity in the housing sector;

•	our ability to obtain programming at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher programming costs (including retransmission consents);

•	our ability to develop and deploy new products and technologies including our cloud-based user interface, Spectrum Guide®, and downloadable security for set-top boxes, and any other cloud-based consumer services and service platforms;

•	the effects of governmental regulation on our business or potential business combination transactions;

•	any events that disrupt our networks, information systems or properties and impair our operating activities or our reputation;

•	the availability and access, in general, of funds to meet our debt obligations prior to or when they become due and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) free cash flow, or (iii) access to the capital or credit markets; and

•	our ability to comply with all covenants in our indentures and credit facilities, any violation of which, if not cured in a timely manner, could trigger a default of our other obligations under cross-default provisions.

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(a)	Adjustment of $1.3 billion to cash and cash equivalents represents the use of Legacy TWC’s cash and cash equivalents to reduce the amount of debt issued to fund the TWC Transaction. No fair value adjustments are reflected in accounts receivable,

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(b)

For purposes of the preliminary purchase price allocation, Charter utilized the cost approach as the primary method used to establish the fair value of Legacy TWC's property, plant and equipment. The cost approach considers the amount required to replace an asset by constructing or purchasing a new asset with similar utility, then adjusts the value in consideration of physical depreciation and functional and economic obsolescence as of the appraisal date. The fair values of Legacy TWC’s franchises and customer relationships were valued using an income approach model based on the present value of the estimated discrete future cash flows attributable to each of the intangible assets identified assuming a discount rate. Goodwill represents the residual of the purchase price over the fair values of the identified assets acquired and liabilities assumed.

(c)	Other noncurrent assets reflect the following adjustments (in millions).

(d)	Accounts payable and accrued liabilities reflect the following adjustments (in millions).

(e)

The Legacy TWC debt assumed was adjusted to fair value using quoted market values as of May 17, 2016. This adjustment resulted in an increase in long-term debt of $2.5 billion. The fair value adjustment to long-term debt is a result of quoted market values of Legacy TWC’s debt being higher than the face amount of the related debt. The quoted market value of a debt instrument is higher than the face amount of the debt when the market interest rates are lower than the stated interest rate of the debt. In acquisition accounting, this results in the recognition of a debt premium that is amortized as a reduction to interest expense over the remaining life of the debt.

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(f)	Pro forma adjustments to deferred tax liabilities reflect the following (in millions):

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(g)	Other long-term liabilities reflect the following adjustments (in millions).

(h)	Pro forma adjustments to controlling interest of shareholders’ equity reflects the following (in millions).

(i)	Represents the elimination of Charter’s noncontrolling interest in a Legacy TWC subsidiary.

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(a)	Adjustment to current assets represents the elimination of cash and cash equivalents not assumed in the Bright House Transaction of $163 million. No fair value adjustments are reflected in accounts receivable, net or prepaid expenses and other current assets as carrying value is estimated to approximate fair value.

(b)

For purposes of the preliminary purchase price allocation, Charter utilized the cost approach as the primary method used to establish the fair value of Legacy Bright House's property, plant and equipment. The cost approach considers the amount required to replace an asset by constructing or purchasing a new asset with similar utility, then adjusts the value in consideration of physical depreciation and functional and economic obsolescence as of the appraisal date. The fair values of Legacy Bright House's franchises and customer relationships were valued using an income approach model based on the present value of the estimated discrete future cash flows attributable to each of the intangible assets identified assuming a discount rate. Goodwill represents the residual of the purchase price over the fair values of the identified assets acquired and liabilities assumed.

(c)	Adjustment to other noncurrent assets represents an increase of $16 million to adjust Legacy Bright House’s equity investments to fair value partially offset by the elimination of Legacy Bright House deferred financing fees of $1 million.

(d)	Adjustment to current portion of long-term debt represents the elimination of Legacy Bright House’s current portion of long-term debt not assumed in the Bright House Transaction.

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(e)	Adjustment to long-term debt represents the elimination of Legacy Bright House’s long-term debt not assumed in the Bright House Transaction of approximately $129 million and the issuance of new debt to partially fund the Bright House Transaction. The table below represents the following pro forma cash sources and uses as a result of the Bright House Transaction.

(f)

The Bright House Transaction is assumed to be a non-taxable business combination for pro forma purposes. No pro forma adjustment was recorded to net deferred tax liabilities directly attributable to the Bright House Transaction in the unaudited pro forma consolidated balance sheet. Charter’s difference between book and tax basis in its investment in the Charter Holdings partnership, and underlying net assets, is not anticipated to change following A/N’s contribution of the Legacy Bright House assets and liabilities. Charter will record net deferred tax liabilities related to its investment, and its underlying net assets, in Charter Holdings following the Bright House Transaction based on future differences that arise between book and tax.

(g)	Represents the elimination of $406 million of pension and other benefits related to long-term liabilities not assumed and the elimination of $30 million of other long-term deferred liabilities assumed to have no fair value as there are no associated payment obligations or substantive performance obligations.

(h)	Adjustment to noncontrolling interests reflects the following adjustments (in millions).

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(i)	Pro forma adjustment to controlling interest of shareholders’ equity reflects the following (in millions).

(a)	Adjustment to revenues and operating costs and expenses reflect the following adjustments for the three months ended March 31, 2016 and year ended December 31, 2015 (in millions).

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(b)	Charter increased depreciation and amortization by $452 million and $2.2 billion for the three months ended March 31, 2016 and year ended December 31, 2015, respectively, as follows (in millions).

(c)	For the three months ended March 31, 2016 and year ended December 31, 2015, other operating (income) expenses, net decreased by $46 million and $251 million, respectively, as follows (in millions).

(d)	For the three months ended March 31, 2016, interest expense, net decreased by $105 million and for the year ended December 31, 2015, interest expense, net increased by $224 million as follows (in millions).

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(e)

As discussed in Note 1(f) above, Charter determined that Legacy TWC’s reversing deferred tax liabilities provide a source of future taxable income in the combined entity, resulting in a reduction of substantially all of Legacy Charter’s preexisting valuation allowance. The pro forma adjustment to income taxes includes the incremental pro forma tax benefit relating to the Legacy Charter operations under the assumption the Charter tax calculation no longer reflects the effects of the preexisting valuation allowance. Thus, the income tax benefit impact of the pro forma adjustments was determined by applying an estimated New Charter tax rate of 39% to the pro forma loss before taxes of Charter following the TWC Transaction, resulting in a $127 million and $130 million income tax expense in the unaudited pro forma consolidated statements of operations for the three months ended March 31, 2016 and year ended December 31, 2015, respectively. The pro forma income tax benefit does not reflect the effects of any special partnership tax allocations as these effects are currently not estimable.

(f)

Completion of the TWC Transaction included a conversion of all of Legacy Charter’s Class A common stock into 0.9042 shares of Charter Class A common stock. This Parent Merger Exchange Ratio was applied to all Legacy Charter Class A common stock and to stock issued to Legacy TWC stockholders and the Liberty Parties. This resulted in the following adjustment to weighted average common shares outstanding for both the three months ended March 31, 2016 and year ended December 31, 2015.

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(a)	Adjustment to revenues and operating costs and expenses reflect the following adjustments for year ended December 31, 2015 (in millions).

(b)	Charter increased depreciation and amortization by $88 million and $378 million for the three months ended March 31, 2016 and year ended December 31, 2015, respectively, as follows (in millions).

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(c)	For the three months ended March 31, 2016 and year ended December 31, 2015, other operating (income) expenses, net increased by $2 million and decreased by $2 million, respectively, as follows (in millions).

(d)

For both the three months ended March 31, 2016 and year ended December 31, 2015, interest expense, net, increased by $4 million representing additional interest expense on Term Loan A and related amortization of deferred financing fees offset by the elimination of historical interest expense incurred by Legacy Bright House as debt is not assumed in the Bright House Transaction and repayment of Charter Operating’s revolving credit facility.

(e)

The $29 million and $136 million adjustment to income tax expense for the three months ended March 31, 2016 and year ended December 31, 2015 was determined by applying an estimated Charter tax rate of 39% to pro forma income before income taxes of Charter following the Transactions, less the impact on the tax rate as a result of the noncontrolling interest allocation of the Charter Holdings partnership which is treated as a permanent item for tax purposes in the combined entities’ pro forma tax benefit calculation. The resulting income tax expense of $156 million and $266 million is reflected in the unaudited consolidated statements of operations for the three months ended March 31, 2016 and year ended December 31, 2015, respectively. The resulting effective tax rate of 32% and 29% for the three months ended March 31, 2016 and year ended December 31, 2015, respectively, is a result of the permanent treatment of the noncontrolling interest expense. The pro forma income tax expense does not reflect the effects of any special partnership tax allocations as these effects are currently not estimable.

(f)	Reflects the following noncontrolling interests adjustment for the three months ended March 31, 2016 and year ended December 31, 2015 as follows (dollars in millions).

(g)

Liberty Broadband purchased approximately 3.7 million shares of Charter Class A common stock valued at $700 million at the closing of the Bright House Transaction. The 31.0 million Charter Holdings common units and the 9.3 million Charter Holdings convertible preferred units issued to A/N were not included on an if-converted, if-exchanged basis for purposes of the computation of pro forma diluted earnings per share because the effect would have been anti-dilutive.

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(1)	Organization and Summary of Significant Accounting Policies

(a)	Description of Business

(b)	Interim Financial Statements

(c)	Basis of Consolidation

(d)	Revenues and Costs

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(e)	Fair Value Disclosures

Level 1 -	Defined as observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 -	Defined as observable inputs other than Level 1 inputs. These include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 -	Defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

(f)	Use of Estimates

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(2)	Charter Agreement

(3)	Intangible Assets

(4)	Accounts Payable and Other Current Liabilities

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(5)	Long‑Term Debt

(6)	Other Liabilities

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(7)	Accumulated Other Comprehensive Loss

(8)	Pension and Other Postretirement Benefits

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(9)	Related Party Transactions

(10)	Commitments and Contingencies

(11)	Subsequent Events