Long-Term Debt (Notes)

9 Months Ended

Sep. 30, 2019

Long-term debt consists of the following as of September 30, 2019 and December 31, 2018:



	September 30, 2019				December 31, 2018
	Principal Amount		Accreted Value		Principal Amount		Accreted Value
CCO Holdings, LLC:
5.250% senior notes due March 15, 2021	$	500	$	499	$	500	$	498
5.250% senior notes due September 30, 2022	1,250		1,240		1,250		1,238
5.125% senior notes due February 15, 2023	1,000		995		1,000		994
4.000% senior notes due March 1, 2023	500		497		500		496
5.125% senior notes due May 1, 2023	1,150		1,145		1,150		1,144
5.750% senior notes due September 1, 2023	500		497		500		497
5.750% senior notes due January 15, 2024	1,000		994		1,000		993
5.875% senior notes due April 1, 2024	1,700		1,690		1,700		1,688
5.375% senior notes due May 1, 2025	750		746		750		745
5.750% senior notes due February 15, 2026	2,500		2,470		2,500		2,467
5.500% senior notes due May 1, 2026	1,500		1,491		1,500		1,490
5.875% senior notes due May 1, 2027	800		795		800		795
5.125% senior notes due May 1, 2027	3,250		3,221		3,250		3,219
5.000% senior notes due February 1, 2028	2,500		2,468		2,500		2,466
5.375% senior notes due June 1, 2029	1,500		1,501		—		—
Charter Communications Operating, LLC:
3.579% senior notes due July 23, 2020	2,000		1,996		2,000		1,992
4.464% senior notes due July 23, 2022	3,000		2,985		3,000		2,982
Senior floating rate notes due February 1, 2024	900		902		900		903
4.500% senior notes due February 1, 2024	1,100		1,092		1,100		1,091
4.908% senior notes due July 23, 2025	4,500		4,470		4,500		4,466
3.750% senior notes due February 15, 2028	1,000		987		1,000		986
4.200% senior notes due March 15, 2028	1,250		1,240		1,250		1,240
5.050% senior notes due March 30, 2029	1,250		1,241		—		—
6.384% senior notes due October 23, 2035	2,000		1,982		2,000		1,982
5.375% senior notes due April 1, 2038	800		786		800		785
6.484% senior notes due October 23, 2045	3,500		3,467		3,500		3,467



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			2,391			1,700			1,683
5.125% senior notes due July 1, 2049	1,250			1,240			—			—
6.834% senior notes due October 23, 2055	500			495			500			495
Credit facilities	10,834			10,759			10,038			9,959
Time Warner Cable, LLC:
8.750% senior notes due February 14, 2019	—			—			1,250			1,260
8.250% senior notes due April 1, 2019	—			—			2,000			2,030
5.000% senior notes due February 1, 2020	1,500			1,513			1,500			1,541
4.125% senior notes due February 15, 2021	700			714			700			721
4.000% senior notes due September 1, 2021	1,000			1,024			1,000			1,033
5.750% sterling senior notes due June 2, 2031 ^(a)	769			823			796			855
6.550% senior debentures due May 1, 2037	1,500			1,676			1,500			1,680
7.300% senior debentures due July 1, 2038	1,500			1,774			1,500			1,780
6.750% senior debentures due June 15, 2039	1,500			1,714			1,500			1,719
5.875% senior debentures due November 15, 2040	1,200			1,255			1,200			1,256
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)	799			771			827			798
4.500% senior debentures due September 15, 2042	1,250			1,142			1,250			1,140
Time Warner Cable Enterprises LLC:
8.375% senior debentures due March 15, 2023	1,000			1,159			1,000			1,191
8.375% senior debentures due July 15, 2033	1,000			1,288			1,000			1,298
Total debt	74,202			74,899			71,961			72,827
Less current portion:
8.750% senior notes due February 14, 2019	—			—			(1,250		)	(1,260		)
8.250% senior notes due April 1, 2019	—			—			(2,000		)	(2,030		)
5.000% senior notes due February 1, 2020	(1,500		)	(1,513		)	—			—
3.579% senior notes due July 23, 2020	(2,000		)	(1,996		)	—			—
Long-term debt	$	70,702		$	71,390		$	68,711		$	69,537


^(a)	Principal amount includes £625 million remeasured at $769 million and $796 million as of September 30, 2019 and December 31, 2018, respectively, using the exchange rate at the respective dates.


^(b)	Principal amount includes £650 million remeasured at $799 million and $827 million as of September 30, 2019 and December 31, 2018, 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 is remeasured into U.S. dollars as of each balance sheet date. See Note 9. The Company has availability under the Charter Operating credit facilities of approximately $4.3 billion as of September 30, 2019.

In July 2019, Charter Operating and Charter Communications Operating Capital Corp. jointly issued $1.25 billion aggregate principal amount of 5.125% senior notes due 2049 at a price of 99.880% of the aggregate principal amount. 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 and Charter Holdings common units as well as repaying certain indebtedness, which may include Time Warner Cable, LLC's 5.000% senior notes due 2020.

In October 2019, Charter Operating and Charter Communications Operating Capital Corp. jointly issued $1.5 billion aggregate principal amount of 4.800% senior unsecured notes due 2050 at a price of 99.436% of the aggregate principal amount. 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 and Charter Holdings common units as well as repaying certain indebtedness.

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 indentures governing the Charter Operating notes. The Charter Operating notes contain customary representations and warranties and affirmative covenants with limited negative covenants. The Charter Operating indentures also contains customary events of default.

In October 2019, Charter Operating entered into an amendment to its Credit Agreement repricing $4.5 billion of its revolving loan and $4.0 billion of term loan A to LIBOR plus 1.25% and its existing term loan B to LIBOR plus 1.75%. In addition, $4.5 billion of the revolving loan and $4.0 billion of term loan A maturities were extended to 2025 and $3.8 billion of term loan B maturities were extended to 2027.

In May 2019, CCO Holdings and CCO Holdings Capital Corp. jointly issued $750 million aggregate principal amount of 5.375% senior unsecured notes due 2029 at par and in July 2019, an additional $750 million of the same series of notes were issued at a price of 102.000% 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.

On October 1, 2019, CCO Holdings and CCO Holdings Capital Corp. jointly issued $1.35 billion aggregate principal amount of 4.750% senior unsecured notes due 2030 at par and on October 24, 2019, an additional $500 million of the same series of notes were issued at a price of 101.250% of the aggregate principal amount. The net proceeds from the October 1, 2019 issuance were used to finance a tender offer and call redemption of $500 million aggregate principal amount of CCO Holdings' 5.250% senior unsecured notes due 2021 and $850 million aggregate principal amount of CCO Holdings' 5.750% senior unsecured notes due 2024, as well as to pay related fees and expenses and for general corporate purposes. The net proceeds from the October 24, 2019 issuance 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 and Charter Holdings common units as well as repaying certain indebtedness.

The CCO Holdings 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 2027, 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 varying dates in 2022, 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.