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United States securities and exchange commission logo
July 1, 2022
Jessica Fischer
Chief Financial Officer
Charter Communications, Inc.
400 Washington Blvd.
Stamford, Connecticut 06902
Re: Charter
Communications, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2021
Filed January 28,
2022
Form 8-K filed
April 29, 2022
File No. 001-33664
Dear Ms. Fischer:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 8-K filed April 29, 2022
Exhibit 99.1, page 1
1. In your Key Highlights
bullet points, you present the non-GAAP Adjusted
EBITDA measure prior to
the most directly comparable GAAP measure of Net Income
Attributable to Charter
Shareholders, which places undue prominence on your non-GAAP
measure. Please ensure
that your non-GAAP measure does not precede the most directly
comparable GAAP measure
in your next earnings release. See Item 10(e)(1)(i)(A)
of Regulation S-K and
Question 102.10 of the updated Non-GAAP Compliance and
Disclosure
Interpretations.
2. We note that you
present Free Cash Flow in the highlighted bullet points but do not
disclose the most
directly comparable GAAP measure of Net Cash Flows from Operating
Activities. Please
provide the most directly comparable GAAP measure with equal or
Jessica Fischer
Charter Communications, Inc.
July 1, 2022
Page 2
greater prominence. See Item 10(e)(1)(i)(A) of Regulation S-K.
3. On pages 4 of the earnings release and 1 of the Addendum, you present
Adjusted
EBITDA and Adjusted EBITDA margin on the face of the Unaudited
Consolidated
Statement of Operations and Operating Data as if the measures had been
prepared in
accordance with generally accepted accounting principles (GAAP). The
presentation does
not appear to be prepared in a form as prescribed by Rule 4-01(a) of
Regulation S-X,
which provides guidance on the form, order and terminology used in
presenting financial
statements. Moreover, Rule 4-01(a)(1) of Regulation S-X requires
financial statements to
be prepared in accordance with GAAP, yet Adjusted EBITDA and Adjusted
EBITDA
margin are not GAAP. Please revise your next earnings release to
provide financial
statements that are in prescribed form and contain no departures from
U.S. GAAP.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Joseph Cascarano, Senior Staff Accountant, at (202)
551-3376
or Robert S. Littlepage, Accountant Branch Chief, at (202) 551-3361 with any
questions.
FirstName LastNameJessica Fischer Sincerely,
Comapany NameCharter Communications, Inc.
Division of
Corporation Finance
July 1, 2022 Page 2 Office of
Technology
FirstName LastName