Long-Term Debt

Long-term debt consists of the following as of June 30, 2018 and December 31, 2017:



	June 30, 2018				December 31, 2017
	Principal Amount		Accreted Value		Principal Amount		Accreted Value
CCO Holdings, LLC:
5.250% senior notes due March 15, 2021	$	500	$	498	$	500	$	497
5.250% senior notes due September 30, 2022	1,250		1,236		1,250		1,235
5.125% senior notes due February 15, 2023	1,000		993		1,000		993
4.000% senior notes due March 1, 2023	500		497		500		495
5.125% senior notes due May 1, 2023	1,150		1,143		1,150		1,143
5.750% senior notes due September 1, 2023	500		496		500		496
5.750% senior notes due January 15, 2024	1,000		993		1,000		992
5.875% senior notes due April 1, 2024	1,700		1,687		1,700		1,687
5.375% senior notes due May 1, 2025	750		745		750		745
5.750% senior notes due February 15, 2026	2,500		2,465		2,500		2,464
5.500% senior notes due May 1, 2026	1,500		1,489		1,500		1,489
5.875% senior notes due May 1, 2027	800		795		800		794
5.125% senior notes due May 1, 2027	3,250		3,218		3,250		3,216
5.000% senior notes due February 1, 2028	2,500		2,464		2,500		2,462
Charter Communications Operating, LLC:
3.579% senior notes due July 23, 2020	2,000		1,990		2,000		1,988
4.464% senior notes due July 23, 2022	3,000		2,980		3,000		2,977
4.908% senior notes due July 23, 2025	4,500		4,464		4,500		4,462
3.750% senior notes due February 15, 2028	1,000		986		1,000		985
4.200% senior notes due March 15, 2028	1,250		1,239		1,250		1,238
6.384% senior notes due October 23, 2035	2,000		1,981		2,000		1,981
5.375% senior notes due April 1, 2038	800		785		—		—
6.484% senior notes due October 23, 2045	3,500		3,466		3,500		3,466



5.375% senior notes due May 1, 2047	2,500			2,506			2,500			2,506
5.750% senior notes due April 1, 2048	1,700			1,683			—			—
6.834% senior notes due October 23, 2055	500			495			500			495
Credit facilities	9,121			9,036			9,479			9,387
Time Warner Cable, LLC:
6.750% senior notes due July 1, 2018	2,000			2,000			2,000			2,045
8.750% senior notes due February 14, 2019	1,250			1,298			1,250			1,337
8.250% senior notes due April 1, 2019	2,000			2,089			2,000			2,148
5.000% senior notes due February 1, 2020	1,500			1,560			1,500			1,579
4.125% senior notes due February 15, 2021	700			726			700			730
4.000% senior notes due September 1, 2021	1,000			1,039			1,000			1,045
5.750% sterling senior notes due June 2, 2031 ^(a)	825			889			845			912
6.550% senior debentures due May 1, 2037	1,500			1,683			1,500			1,686
7.300% senior debentures due July 1, 2038	1,500			1,784			1,500			1,788
6.750% senior debentures due June 15, 2039	1,500			1,721			1,500			1,724
5.875% senior debentures due November 15, 2040	1,200			1,257			1,200			1,258
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)	859			827			879			847
4.500% senior debentures due September 15, 2042	1,250			1,139			1,250			1,137
Time Warner Cable Enterprises LLC:
8.375% senior debentures due March 15, 2023	1,000			1,212			1,000			1,232
8.375% senior debentures due July 15, 2033	1,000			1,305			1,000			1,312
Total debt	71,105			72,117			69,003			70,231
Less current portion:
6.750% senior notes due July 1, 2018	(2,000		)	(2,000		)	(2,000		)	(2,045		)
8.750% senior notes due February 14, 2019	(1,250		)	(1,298		)	—			—
8.250% senior notes due April 1, 2019	(2,000		)	(2,089		)	—			—
Long-term debt	$	65,855		$	66,730		$	67,003		$	68,186


^(a)	Principal amount includes £625 million valued at $825 million and $845 million as of June 30, 2018 and December 31, 2017, respectively, using the exchange rate at the respective dates.


^(b)	Principal amount includes £650 million valued at $859 million and $879 million as of June 30, 2018 and December 31, 2017, 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 Time Warner Cable, LLC and Time Warner Cable Enterprises LLC 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 U.S. dollars is remeasured as of each balance sheet date. See Note 7. The Company has availability under the Charter Operating credit facilities of approximately $3.9 billion as of June 30, 2018.

In April 2018, Charter Operating and Charter Communications Operating Capital Corp. jointly issued $800 million aggregate principal amount of 5.375% senior notes due April 1, 2038 at a price of 98.846% of the aggregate principal amount and $1.7 billion aggregate principal amount of 5.750% senior notes due April 1, 2048 at a price of 99.706% of the aggregate principal amount. The net proceeds, together with cash on hand, were used to repay certain existing indebtedness, including the redemption of all of the outstanding $2.0 billion in aggregate principal amount of Time Warner Cable, LLC’s 6.750% notes due July 1, 2018, 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 2018, Charter Operating and Charter Communications Operating Capital Corp. jointly issued $400 million aggregate principal amount of senior floating rate notes due February 1, 2024 and $1.1 billion aggregate principal amount of 4.500% senior notes due February 1, 2024 at a price of 99.893% of the aggregate principal amount. Interest on the floating rate notes accrues at LIBOR plus 1.650%. 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, LLC (“CCO Holdings”) 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 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.

Loss on extinguishment of debt consisted of the following for the three and six months ended June 30, 2017.



	Three Months Ended June 30,			Six Months Ended June 30,
	2017			2017
CCO Holdings notes redemption	$	—		$	(33	)
Time Warner Cable, LLC notes redemption	(1		)	(1		)
Charter Operating credit facility refinancing	—			(1		)
	$	(1	)	$	(35	)