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Long-Term Debt (Notes)
6 Months Ended
Jun. 30, 2017
Debt Disclosure [Abstract]  
Long-Term Debt
Long-Term Debt

Long-term debt consists of the following as of June 30, 2017 and December 31, 2016:

 
June 30, 2017
 
December 31, 2016
 
Principal Amount
 
Accreted Value
 
Principal Amount
 
Accreted Value
CCO Holdings, LLC:
 
 
 
 
 
 
 
5.250% senior notes due March 15, 2021
$
500

 
$
497

 
$
500

 
$
496

6.625% senior notes due January 31, 2022

 

 
750

 
741

5.250% senior notes due September 30, 2022
1,250

 
1,233

 
1,250

 
1,232

5.125% senior notes due February 15, 2023
1,000

 
992

 
1,000

 
992

5.125% senior notes due May 1, 2023
1,150

 
1,142

 
1,150

 
1,141

5.750% senior notes due September 1, 2023
500

 
496

 
500

 
496

5.750% senior notes due January 15, 2024
1,000

 
992

 
1,000

 
991

5.875% senior notes due April 1, 2024
1,700

 
1,686

 
1,700

 
1,685

5.375% senior notes due May 1, 2025
750

 
745

 
750

 
744

5.750% senior notes due February 15, 2026
2,500

 
2,462

 
2,500

 
2,460

5.500% senior notes due May 1, 2026
1,500

 
1,488

 
1,500

 
1,487

5.875% senior notes due May 1, 2027
800

 
794

 
800

 
794

5.125% senior notes due May 1, 2027
3,250

 
3,214

 

 

Charter Communications Operating, LLC:
 
 
 
 
 
 
 
3.579% senior notes due July 23, 2020
2,000

 
1,985

 
2,000

 
1,983

4.464% senior notes due July 23, 2022
3,000

 
2,975

 
3,000

 
2,973

4.908% senior notes due July 23, 2025
4,500

 
4,460

 
4,500

 
4,458

6.384% senior notes due October 23, 2035
2,000

 
1,981

 
2,000

 
1,980

6.484% senior notes due October 23, 2045
3,500

 
3,466

 
3,500

 
3,466

5.375% senior notes due May 1, 2047
1,250

 
1,241

 

 

6.834% senior notes due October 23, 2055
500

 
495

 
500

 
495

Credit facilities
8,817

 
8,725

 
8,916

 
8,814

Time Warner Cable, LLC:
 
 
 
 
 
 
 
5.850% senior notes due May 1, 2017

 

 
2,000

 
2,028

6.750% senior notes due July 1, 2018
2,000

 
2,090

 
2,000

 
2,135

8.750% senior notes due February 14, 2019
1,250

 
1,374

 
1,250

 
1,412

8.250% senior notes due April 1, 2019
2,000

 
2,206

 
2,000

 
2,264

5.000% senior notes due February 1, 2020
1,500

 
1,597

 
1,500

 
1,615

4.125% senior notes due February 15, 2021
700

 
735

 
700

 
739

4.000% senior notes due September 1, 2021
1,000

 
1,050

 
1,000

 
1,056

5.750% sterling senior notes due June 2, 2031 (a)
814

 
880

 
770

 
834

6.550% senior debentures due May 1, 2037
1,500

 
1,689

 
1,500

 
1,691

7.300% senior debentures due July 1, 2038
1,500

 
1,792

 
1,500

 
1,795

6.750% senior debentures due June 15, 2039
1,500

 
1,727

 
1,500

 
1,730

5.875% senior debentures due November 15, 2040
1,200

 
1,258

 
1,200

 
1,259

5.500% senior debentures due September 1, 2041
1,250

 
1,258

 
1,250

 
1,258

5.250% sterling senior notes due July 15, 2042 (b)
847

 
816

 
800

 
771

4.500% senior debentures due September 15, 2042
1,250

 
1,136

 
1,250

 
1,135

Time Warner Cable Enterprises LLC:
 
 
 
 
 
 
 
8.375% senior debentures due March 15, 2023
1,000

 
1,253

 
1,000

 
1,273

8.375% senior debentures due July 15, 2033
1,000

 
1,318

 
1,000

 
1,324

Total debt
61,778

 
63,248

 
60,036

 
61,747

Less current portion:
 
 
 
 
 
 
 
5.850% senior notes due May 1, 2017

 

 
(2,000
)
 
(2,028
)
Long-term debt
$
61,778

 
$
63,248

 
$
58,036

 
$
59,719



(a) 
Principal amount includes £625 million valued at $814 million and $770 million as of June 30, 2017 and December 31, 2016, respectively, using the exchange rate at the respective dates.
(b) 
Principal amount includes £650 million valued at $847 million and $800 million as of June 30, 2017 and December 31, 2016, respectively, using the exchange rate at the respective dates.

The accreted values presented in the table above represent the principal amount of the debt less the original issue discount at the time of sale, deferred financing costs, and, in regards to the Legacy TWC debt assumed, fair value premium adjustments as a result of applying acquisition accounting plus the accretion of those amounts to the balance sheet date. However, the amount that is currently payable if the debt becomes immediately due is equal to the principal amount of the debt. In regards to the fixed-rate British pound sterling denominated notes (the “Sterling Notes”), the principal amount of the debt and any premium or discount into US dollars is remeasured as of each balance sheet date. See Note 8. The Company has availability under the Charter Operating credit facilities of approximately $2.8 billion as of June 30, 2017.

CCO Holdings

In February 2016, CCO Holdings, LLC ("CCO Holdings") and CCO Holdings Capital Corp. ("CCO Holdings Capital") jointly issued $1.7 billion aggregate principal amount of 5.875% senior notes due 2024 and, in April 2016, they issued $1.5 billion aggregate principal amount of 5.500% senior notes due 2026 at a price of 100.075% of the aggregate principal amount. The net proceeds from both issuances were used to repurchase all of CCO Holdings’ 7.000% senior notes due 2019, 7.375% senior notes due 2020 and 6.500% senior notes due 2021 and to pay related fees and expenses and for general corporate purposes. These debt repurchases resulted in a loss on extinguishment of debt of $110 million for the three and six months ended June 30, 2016.

In February 2017, CCO Holdings and CCO Holdings Capital jointly issued $1.0 billion aggregate principal amount of 5.125% senior notes due May 1, 2027. The net proceeds were used to redeem CCO Holdings’ 6.625% senior notes due 2022, pay related fees and expenses and for general corporate purposes. The Company recorded a loss on extinguishment of debt of $33 million for the six months ended June 30, 2017 related to these transactions.

In March 2017, CCO Holdings and CCO Holdings Capital jointly issued an additional $1.0 billion aggregate principal amount of 5.125% senior notes due May 1, 2027 at a price of 99.0% of the aggregate principal amount. The net proceeds, as well as cash on hand, were used in April 2017 to redeem Time Warner Cable, LLC's 5.850% senior notes due 2017, pay related fees and expenses and for general corporate purposes. The Company recorded a loss on extinguishment of debt of $1 million for the three and six months ended June 30, 2017 related to these transactions.

In April 2017, CCO Holdings and CCO Holdings Capital jointly issued an additional $1.25 billion aggregate principal amount of 5.125% senior notes due May 1, 2027 (the "April CCOH Notes" and together with the notes issued in February and March 2017 described above, the "Notes") at a price of 100.5% of the aggregate principal amount. The net proceeds, along with the net proceeds from the Charter Operating Notes described below, were used to pay related fees and expenses and for general corporate purposes, including to fund buybacks of Charter Class A common stock or Charter Holdings common units.

The Notes are senior debt obligations of CCO Holdings and CCO Holdings Capital and rank equally with all other current and future unsecured, unsubordinated obligations of CCO Holdings and CCO Holdings Capital. They are structurally subordinated to all obligations of subsidiaries of CCO Holdings.

CCO Holdings may redeem some or all of the Notes at any time at a premium. Beginning in 2025, the optional redemption price declines to 100% of the principal amount, plus accrued and unpaid interest, if any.

In addition, at any time prior to May 1, 2020, CCO Holdings may redeem up to 40% of the aggregate principal amount of the Notes at a premium plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more equity offerings (as defined in the indenture); provided that certain conditions are met. In the event of specified change of control events, CCO Holdings must offer to purchase the outstanding Notes from the holders at a purchase price equal to 101% of the total principal amount of the Notes, plus any accrued and unpaid interest.

Charter Operating

In January 2017, Charter Operating entered into an amendment to its Amended and Restated Credit Agreement dated May 18, 2016 (the “Credit Agreement”) decreasing the applicable LIBOR margin on both the term loan E and term loan F to 2.00% and eliminating the LIBOR floor. The Company recorded a loss on extinguishment of debt of $1 million for the six months ended June 30, 2017 related to these transactions.

In April 2017, Charter Operating and Charter Communications Operating Capital Corp. jointly issued $1.25 billion aggregate principal amount of 5.375% senior secured notes due May 1, 2047 at a price of 99.968% of the aggregate principal amount. The net proceeds, along with the net proceeds from the April CCOH Notes described above, were used to pay related fees and expenses and for general corporate purposes, including to fund buybacks of Charter Class A common stock or Charter Holdings common units.

In July 2017, Charter Operating and Charter Communications Operating Capital Corp. jointly issued $1.0 billion aggregate principal amount of 3.750% senior notes due February 15, 2028 at a price of 99.166% of the aggregate principal amount and an additional $500 million aggregate principal amount of 5.375% senior secured notes due May 1, 2047 at a price of 106.529% of the aggregate principal amount (collectively together with the notes issued in April 2017 described above, the "Charter Operating Notes"). The net proceeds will be used to pay related fees and expenses and for general corporate purposes, including to fund potential buybacks of Charter Class A common stock or Charter Holdings common units.

The Charter Operating Notes are guaranteed by CCO Holdings, Time Warner Cable, LLC, Time Warner Cable Enterprises LLC and substantially all of the operating subsidiaries of Charter Operating. In addition, the Charter Operating Notes are secured by a perfected first priority security interest in substantially all of the assets of Charter Operating to the extent such liens can be perfected under the Uniform Commercial Code by the filing of a financing statement. The liens rank equally with the liens on the collateral securing obligations under the Charter Operating credit facilities and continue to exist as long as the liens securing such facilities exist. Charter Operating may redeem some or all of the Charter Operating notes at any time at a premium.