Debt

6 Months Ended

Jun. 30, 2011

Debt Disclosure [Abstract]

Debt Disclosure

5.DEBT

TWC's debt as of June 30, 2011 and December 31, 2010 was as follows (in millions):

		Outstanding Balance as of
		June 30,		December 31,
	Maturity	2011		2010
Revolving credit facility	2013	$	—	$	—
Commercial paper program	2013		—		—
Senior notes and debentures(a)(b)(c)	2012-2040		24,165		23,118
Capital leases			18		3
Total debt			24,183		23,121
Less: Current maturities			(261)		—
Total long-term debt		$	23,922	$	23,121

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• Outstanding balance amounts as of June 30,2011 and December 31, 2010include an unamortized fair value adjustment of $84 million and $91 million, respectively, primarily consisting of the fair value adjustment recognized as a result of the 2001 merger of America Online, Inc. (now known as AOL Inc.) and Time Warner Inc. (now known as Historic TW Inc.) and exclude an unamortized discount of $145 million and $149 million, respectively. In addition, outstanding balance amounts include fair value adjustments for the portion of senior notes and debentures being hedged using interest rate swaps as discussed in Note 6 below.
• Outstanding balance amount as of June 30,2011includes £623million of 5.750% notes due 2031 valued at $999million using the exchange rate at that date.
• The weighted-average effective interest rate for senior notes and debentures as of June 30,2011 is 6.041% and includes the effects of interest rate swaps and cross-currency swaps.

2011 Bond Offering

On May 26, 2011, TWC issued £625million in aggregate principal amount of 5.750% senior unsecured notes due 2031(the “2031 Notes”) in a public offering under a shelf registration statement on Form S-3 (the “2011 Bond Offering”). The 2031 Notes are guaranteed by Time Warner Entertainment Company, L.P. (“TWE”) and TW NY Cable Holding Inc. (“TW NY”) (the “Guarantors”). The Company expects to use the net proceeds for general corporate purposes.

The 2031 Notes were issued pursuant to an Indenture, dated as of April 9, 2007, as it may be amended from time to time (the “Indenture”), by and among the Company, the Guarantors and The Bank of New York Mellon, as trustee. The Indenture contains customary covenants relating to restrictions on the ability of the Company or any material subsidiary to create liens and on the ability of the Company and the Guarantors to consolidate, merge or convey or transfer substantially all of their assets. The Indenture also contains customary events of default.

The 2031 Notes mature on June 2, 2031 and interest is payable annually in arrears on June 2 of each year, beginning on June 2, 2012. The 2031 Notes are unsecured senior obligations of the Company and rank equally with its other unsecured and unsubordinated obligations. The guarantees of the 2031 Notes are unsecured senior obligations of the Guarantors and rank equally in right of payment with all other unsecured and unsubordinated obligations of the Guarantors.

The 2031 Notes may be redeemed in whole or in part at any time at the Company's option at a redemption price equal to the greater of (i) 100% of the principal amount being redeemed and (ii) the sum of the present values of the remaining scheduled payments discounted to the redemption date on an annual basis at a comparable government bond rate plus a designated number of basis points as further described in the Indenture and the 2031 Notes, plus, in each case, accrued but unpaid interest to, but not including, the redemption date.

The Company may offer to redeem all, but not less than all, of the 2031 Notes in the event of certain changes in the tax laws of the United States (or any taxing authority in the United States). This redemption would be at a redemption price equal to 100% of the principal amount, together with accrued and unpaid interest on the 2031 Notes to, but not including, the redemption date.

The Company will, subject to certain exceptions and limitations set forth in the 2031 Notes, pay additional amounts on the 2031 Notes as are necessary in order that the net payment by the Company or a paying agent of the principal of and interest on the 2031 Notes to a holder who is not a United States person, after withholding or deduction for any present or future tax, assessment or other governmental charge imposed by the United States or a taxing authority in the United States will not be less than the amount provided in the 2031 Notes to be then due and payable.