Long-Term Debt (Notes)

3 Months Ended

Mar. 31, 2021

Long-term debt consists of the following as of March 31, 2021 and December 31, 2020:


	March 31, 2021				December 31, 2020
	Principal Amount		Accreted Value		Principal Amount		Accreted Value
CCO Holdings, LLC:
4.000% senior notes due March 1, 2023	$	500	$	498	$	500	$	498
5.750% senior notes due February 15, 2026	1,750		1,733		2,500		2,475
5.500% senior notes due May 1, 2026	1,500		1,493		1,500		1,492
5.875% senior notes due May 1, 2027	800		796		800		796
5.125% senior notes due May 1, 2027	3,250		3,226		3,250		3,225
5.000% senior notes due February 1, 2028	2,500		2,473		2,500		2,472
5.375% senior notes due June 1, 2029	1,500		1,501		1,500		1,501
4.750% senior notes due March 1, 2030	3,050		3,042		3,050		3,042


4.500% senior notes due August 15, 2030	2,750		2,750		2,750		2,750
4.250% senior notes due February 1, 2031	3,000		3,001		3,000		3,001
4.500% senior notes due May 1, 2032	2,900		2,928		2,900		2,928
Charter Communications Operating, LLC:
4.464% senior notes due July 23, 2022	3,000		2,993		3,000		2,992
Senior floating rate notes due February 1, 2024	900		902		900		902
4.500% senior notes due February 1, 2024	1,100		1,095		1,100		1,094
4.908% senior notes due July 23, 2025	4,500		4,477		4,500		4,475
3.750% senior notes due February 15, 2028	1,000		989		1,000		989
4.200% senior notes due March 15, 2028	1,250		1,242		1,250		1,241
5.050% senior notes due March 30, 2029	1,250		1,242		1,250		1,242
2.800% senior notes due April 1, 2031	1,600		1,583		1,600		1,583
2.300% senior notes due February 1, 2032	1,000		991		1,000		991
6.384% senior notes due October 23, 2035	2,000		1,983		2,000		1,983
5.375% senior notes due April 1, 2038	800		786		800		786
3.500% senior notes due June 1, 2041	1,500		1,482		—		—
6.484% senior notes due October 23, 2045	3,500		3,468		3,500		3,468
5.375% senior notes due May 1, 2047	2,500		2,506		2,500		2,506
5.750% senior notes due April 1, 2048	2,450		2,392		2,450		2,392
5.125% senior notes due July 1, 2049	1,250		1,240		1,250		1,240
4.800% senior notes due March 1, 2050	2,800		2,797		2,800		2,797
3.700% senior notes due April 1, 2051	2,050		2,031		2,050		2,030
3.900% senior notes due June 1, 2052	1,000		992		—		—
6.834% senior notes due October 23, 2055	500		495		500		495
3.850% senior notes due April 1, 2061	1,850		1,809		1,350		1,339
Credit facilities	10,081		10,015		10,150		10,081
Time Warner Cable, LLC:
4.000% senior notes due September 1, 2021	1,000		1,005		1,000		1,008
5.750% sterling senior notes due June 2, 2031 (a)	862		917		854		911
6.550% senior debentures due May 1, 2037	1,500		1,667		1,500		1,668
7.300% senior debentures due July 1, 2038	1,500		1,761		1,500		1,763
6.750% senior debentures due June 15, 2039	1,500		1,705		1,500		1,706
5.875% senior debentures due November 15, 2040	1,200		1,253		1,200		1,254
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)	896		866		889		859
4.500% senior debentures due September 15, 2042	1,250		1,146		1,250		1,145
Time Warner Cable Enterprises LLC:
8.375% senior debentures due March 15, 2023	1,000		1,092		1,000		1,104
8.375% senior debentures due July 15, 2033	1,000		1,266		1,000		1,270
Total debt	84,339		84,887		82,143		82,752
Less current portion:
4.000% senior notes due September 1, 2021	(1,000)		(1,005)		(1,000)		(1,008)
Long-term debt	$	83,339	$	83,882	$	81,143	$	81,744

(a)Principal amount includes £625 million remeasured at $862 million and $854 million as of March 31, 2021 and December 31, 2020, respectively, using the exchange rate at the respective dates.

(b)Principal amount includes £650 million remeasured at $896 million and $889 million as of March 31, 2021 and December 31, 2020, respectively, using the exchange rate at the respective dates.

The accreted values presented in the table above represent the principal amount of the debt adjusted for original issue discount or premium at the time of sale, deferred financing costs, and, in regards to debt assumed in acquisitions, 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 is remeasured into US dollars as of each balance sheet date. See Note 9. The Company has availability under the Charter Operating credit facilities of approximately $4.7 billion as of March 31, 2021.

In March 2021, Charter Operating and Charter Communications Operating Capital Corp. jointly issued $1.5 billion aggregate principal amount of 3.500% senior secured notes due June 2041 at a price of 99.544% of the aggregate principal amount, $1.0 billion aggregate principal amount of 3.900% senior secured notes due June 2052 at a price of 99.951% of the aggregate principal amount and an additional $500 million aggregate principal amount of 3.850% senior secured notes due April 2061 at a price of 94.668% of the aggregate principal amount. The net proceeds were used to pay related fees and expenses and for general corporate purposes, including funding buybacks of Charter Class A common stock and Charter Holdings common units as well as repaying certain indebtedness, including $750 million of CCO Holdings, LLC ("CCO Holdings") 5.750% notes due February 2026. The Company recorded a loss on extinguishment of debt of $29 million during the three months ended March 31, 2021 related to these transactions which is recorded in in other income (expenses), net in the consolidated statements of operations.

The Charter Operating notes are guaranteed by CCO Holdings and substantially all of the 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 and substantially all of its subsidiaries to the extent such liens can be perfected under the Uniform Commercial Code by the filing of a financing statement and the liens rank equally with the liens on the collateral securing obligations under the Charter Operating credit facilities. Charter Operating may redeem some or all of the Charter Operating notes at any time at a premium.

The Charter Operating notes are subject to the terms and conditions of the indenture governing the Charter Operating notes. The Charter Operating notes contain customary representations and warranties and affirmative covenants with limited negative covenants. The Charter Operating indenture also contains customary events of default.

In April 2021, CCO Holdings and CCO Holdings Capital Corp. jointly issued $1.0 billion of 4.500% senior unsecured notes due 2033 at par. The net proceeds will be used for general corporate purposes, including to fund potential buybacks of Charter Class A common stock and Charter Holdings common units, to repay certain indebtedness and to pay related fees and expenses.

The CCO Holdings notes are senior debt obligations of CCO Holdings and CCO Holdings Capital Corp. and rank equally with all other current and future unsecured, unsubordinated obligations of CCO Holdings and CCO Holdings Capital Corp. 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 2030, 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 2024, 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.