Long-Term Debt | Long-Term Debt Long-term debt consists of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Principal Amount Accreted Value Principal Amount Accreted Value CCO Holdings, LLC: 4.000% senior notes due March 1, 2023 $ 500 $ 499 $ 500 $ 498 5.750% senior notes due February 15, 2026 — — 2,500 2,475 5.500% senior notes due May 1, 2026 750 747 1,500 1,492 5.875% senior notes due May 1, 2027 — — 800 796 5.125% senior notes due May 1, 2027 3,250 3,228 3,250 3,225 5.000% senior notes due February 1, 2028 2,500 2,475 2,500 2,472 5.375% senior notes due June 1, 2029 1,500 1,500 1,500 1,501 4.750% senior notes due March 1, 2030 3,050 3,043 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 3,002 3,000 3,001 4.500% senior notes due May 1, 2032 2,900 2,927 2,900 2,928 4.500% senior notes due June 1, 2033 1,750 1,729 — — 4.250% senior notes due January 15, 2034 2,000 1,982 — — Charter Communications Operating, LLC: 4.464% senior notes due July 23, 2022 3,000 2,997 3,000 2,992 Senior floating rate notes due February 1, 2024 900 901 900 902 4.500% senior notes due February 1, 2024 1,100 1,096 1,100 1,094 4.908% senior notes due July 23, 2025 4,500 4,480 4,500 4,475 3.750% senior notes due February 15, 2028 1,000 990 1,000 989 4.200% senior notes due March 15, 2028 1,250 1,242 1,250 1,241 2.250% senior notes due January 15, 2029 1,250 1,240 — — 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 1,585 1,600 1,583 2.300% senior notes due February 1, 2032 1,000 992 1,000 991 6.384% senior notes due October 23, 2035 2,000 1,984 2,000 1,983 5.375% senior notes due April 1, 2038 800 787 800 786 3.500% senior notes due June 1, 2041 1,500 1,483 — — 3.500% senior notes due March 1, 2042 1,350 1,331 — — 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 2,393 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 2,400 2,322 — — 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 4.400% senior notes due December 1, 2061 1,400 1,389 — — 3.950% senior notes due June 30, 2062 1,400 1,379 — — Credit facilities 10,723 10,668 10,150 10,081 Time Warner Cable, LLC: 4.000% senior notes due September 1, 2021 — — 1,000 1,008 5.750% sterling senior notes due June 2, 2031 (a) 846 897 854 911 6.550% senior debentures due May 1, 2037 1,500 1,662 1,500 1,668 7.300% senior debentures due July 1, 2038 1,500 1,754 1,500 1,763 6.750% senior debentures due June 15, 2039 1,500 1,700 1,500 1,706 5.875% senior debentures due November 15, 2040 1,200 1,252 1,200 1,254 5.500% senior debentures due September 1, 2041 1,250 1,257 1,250 1,258 5.250% sterling senior notes due July 15, 2042 (b) 879 850 889 859 4.500% senior debentures due September 15, 2042 1,250 1,148 1,250 1,145 Time Warner Cable Enterprises LLC: 8.375% senior debentures due March 15, 2023 1,000 1,058 1,000 1,104 8.375% senior debentures due July 15, 2033 1,000 1,254 1,000 1,270 Total debt 91,198 91,561 82,143 82,752 Less current portion: 4.000% senior notes due September 1, 2021 — — (1,000) (1,008) 4.464% senior notes due July 23, 2022 (3,000) (2,997) — — Long-term debt $ 88,198 $ 88,564 $ 81,143 $ 81,744 (a) Principal amount includes £625 million valued at $846 million and $854 million as of December 31, 2021 and 2020, respectively, using the exchange rate at that date. (b) Principal amount includes £650 million valued at $879 million and $889 million as of December 31, 2021 and 2020, respectively, using the exchange rate at that date. 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 12. The Company has availability under the Charter Operating credit facilities of approximately $3.9 billion as of December 31, 2021. In 2021, CCO Holdings, LLC ("CCO Holdings") and CCO Holdings Capital Corp. jointly issued $3.75 billion aggregate principal amount of senior unsecured notes at varying rates, prices and maturity dates, and Charter Operating and Charter Communications Operating Capital Corp. jointly issued $9.8 billion aggregate principal amount of senior secured notes at varying rates, prices and maturity dates. 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. In January 2022, CCO Holdings and CCO Holdings Capital Corp. jointly issued $1.2 billion of 4.750% senior unsecured notes due February 2032 at par. The net proceeds were used for general corporate purposes, including to fund buybacks of Charter Class A common stock and Charter Holdings common units, to repay certain indebtedness and to pay related fees and expenses. During the years ended December 31, 2021, 2020 and 2019, the Company repurchased $5.1 billion, $10.7 billion and $1.35 billion, respectively, of various series of senior notes. Losses on extinguishment of debt are recorded in other expenses, net in the consolidated statements of operations and consisted of the following. Year Ended December 31, 2021 2020 2019 CCO Holdings notes redemption $ (146) $ (145) $ (22) Time Warner Cable, LLC notes redemption 2 2 — Charter Operating credit facility refinancing — — (3) Loss on extinguishment of debt $ (144) $ (143) $ (25) CCO Holdings Notes 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 CCO Holdings notes at any time at a premium. The optional redemption price declines to 100% of the respective series’ principal amount, plus accrued and unpaid interest, if any, on or after varying dates in 2022 through 2031. In addition, at any time prior to varying dates in 2022 through 2025, CCO Holdings may redeem up to 40% of the aggregate principal amount of certain 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 CCO Holdings 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. High-Yield Restrictive Covenants; Limitation on Indebtedness. The indentures governing the CCO Holdings notes contain certain covenants that restrict the ability of CCO Holdings, CCO Holdings Capital Corp. and all of their restricted subsidiaries to: • incur additional debt; • pay dividends on equity or repurchase equity; • make investments; • sell all or substantially all of their assets or merge with or into other companies; • sell assets; • in the case of restricted subsidiaries, create or permit to exist dividend or payment restrictions with respect to CCO Holdings, guarantee their parent companies debt, or issue specified equity interests; • engage in certain transactions with affiliates; and • grant liens. The above limitations in certain circumstances regarding incurrence of debt, payment of dividends and making investments contained in the indentures of CCO Holdings permit CCO Holdings and its restricted subsidiaries to perform the above, so long as, after giving pro forma effect to the above, the leverage ratio would be below a specified level for the issuer. The maximum total leverage ratio under the indentures is 6.0 to 1.0. The leverage ratio was 4.1 as of December 31, 2021. Charter Operating Notes 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. Charter Operating Credit Facilities The Charter Operating credit facilities have an outstanding principal amount of $10.7 billion at December 31, 2021 as follows: • term loan A-2 with a remaining principal amount of approximately $182 million, which is repayable in quarterly installments and aggregating $11 million in each loan year, with the remaining balance due at final maturity on March 31, 2023. Pricing on term loan A-2 is LIBOR plus 1.50%; • term loan A-4 with a remaining principal amount of approximately $3.6 billion, which is repayable in quarterly installments and aggregating $202 million in each loan year, with the remaining balance due at final maturity on February 1, 2025. Pricing on term loan A-4 is LIBOR plus 1.25%; • term loan B-1 with a remaining principal amount of approximately $2.4 billion, which is repayable in equal quarterly installments and aggregating $25 million in each loan year, with the remaining balance due at final maturity on April 30, 2025. Pricing on term loan B-1 is LIBOR plus 1.75%; • term loan B-2 with a remaining principal amount of approximately $3.7 billion, which is repayable in equal quarterly installments and aggregating $38 million in each loan year, with the remaining balance due at final maturity on February 1, 2027. Pricing on term loan B-2 is LIBOR plus 1.75%; and • a revolving loan with an outstanding balance of $850 million and allowing for borrowings of up to $4.75 billion, $249 million maturing on March 31, 2023 and $4.5 billion maturing on February 1, 2025. Pricing on the revolving loan is LIBOR plus 1.50% with a commitment fee of 0.30% on the portion maturing in 2023 and LIBOR plus 1.25% with a commitment fee of 0.20% on the portion maturing in 2025. As of December 31, 2021, $37 million of the revolving loan was utilized to collateralize a like principal amount of letters of credit out of $351 million of letters of credit issued on the Company’s behalf. Amounts outstanding under the Charter Operating credit facilities bear interest, at Charter Operating’s election, at a base rate or LIBOR (0.10% and 0.14% as of December 31, 2021 and 2020, respectively), as defined, plus an applicable margin. The Charter Operating credit facilities also allow us to enter into incremental term loans in the future, with amortization as set forth in the notices establishing such term loans. Although the Charter Operating credit facilities allow for the incurrence of a certain amount of incremental term loans subject to pro forma compliance with its financial maintenance covenants, no assurance can be given that the Company could obtain additional incremental term loans in the future if Charter Operating sought to do so or what amount of incremental term loans would be allowable at any given time under the terms of the Charter Operating credit facilities. The obligations of Charter Operating under the Charter Operating credit facilities are guaranteed by CCO Holdings and substantially all of the subsidiaries of Charter Operating. The obligations are also secured by (i) a lien on substantially all of the assets of Charter Operating and substantially all of its subsidiaries, to the extent such lien can be perfected under the Uniform Commercial Code by the filing of a financing statement, and (ii) a pledge of the equity interests directly or indirectly owned by Charter Operating in substantially all of its subsidiaries, as well as intercompany obligations owing to it and the guarantor subsidiaries by any of their affiliates. Restrictive Covenants The Charter Operating credit facilities contain representations and warranties, and affirmative and negative covenants customary for financings of this type. The financial covenants measure performance against standards set for leverage to be tested as of the end of each quarter. The Charter Operating credit facilities contain provisions requiring mandatory loan prepayments under specific circumstances, including in connection with certain sales of assets, so long as the proceeds have not been reinvested in the business. Additionally, the Charter Operating credit facilities provisions contain an allowance for restricted payments with certain limitations. The Charter Operating credit facilities permit Charter Operating and its subsidiaries to make distributions to pay interest on the currently outstanding subordinated and parent company indebtedness, provided that, among other things, no default has occurred and is continuing under the Charter Operating credit facilities. The Charter Operating credit facilities also contain customary events of default. Time Warner Cable, LLC Notes and Debentures The Time Warner Cable, LLC ("TWC, LLC") senior notes and debentures are guaranteed by CCO Holdings, Charter Operating and substantially all of the subsidiaries of Charter Operating (other than TWC, LLC) and rank equally with the liens on the collateral securing obligations under the Charter Operating notes and credit facilities. Interest on each series of TWC, LLC senior notes and debentures is payable semi-annually (with the exception of the Sterling Notes, which is payable annually) in arrears. The TWC, LLC indenture contains customary covenants relating to restrictions on the ability of TWC, LLC or any material subsidiary to create liens and on the ability of TWC, LLC and Time Warner Cable Enterprises LLC ("TWCE") to consolidate, merge or convey or transfer substantially all of their assets. The TWC, LLC indenture also contains customary events of default. The TWC, LLC senior notes and debentures may be redeemed in whole or in part at any time at TWC, LLC’s option at a redemption price equal to the greater of (i) all of the applicable principal amount being redeemed and (ii) the sum of the present values of the remaining scheduled payments on the applicable TWC, LLC senior notes and debentures discounted to the redemption date on a semi-annual basis (with the exception of the Sterling Notes, which are 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 applicable note or debenture, 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 Sterling Notes in the event of certain changes in the tax laws of the U.S. (or any taxing authority in the U.S.). This redemption would be at a redemption price equal to 100% of the principal amount, together with accrued and unpaid interest on the Sterling Notes to, but not including, the redemption date. TWCE Debentures The TWCE senior debentures are guaranteed by CCO Holdings, Charter Operating, and substantially all of the subsidiaries of Charter Operating (other than TWCE) and rank equally with the liens on the collateral securing obligations under the Charter Operating notes and credit facilities. Interest on each series of TWCE senior debentures is payable semi-annually in arrears. The TWCE senior debentures are not redeemable before maturity. The TWCE indenture contains customary covenants relating to restrictions on the ability of TWCE or any material subsidiary to create liens and on the ability of TWC, LLC and TWCE to consolidate, merge or convey or transfer substantially all of their assets. The TWCE indenture also contains customary events of default. Limitations on Distributions Distributions by the Company’s subsidiaries to a parent company for payment of principal on parent company notes are restricted under the CCO Holdings indentures and Charter Operating credit facilities discussed above, unless there is no default under the applicable indenture and credit facilities, and unless each applicable entity’s leverage ratio test is met at the time of such distribution. As of December 31, 2021, there was no default under any of these indentures or credit facilities and each applicable entity met its applicable leverage ratio tests based on December 31, 2021 financial results. There can be no assurance that they will satisfy these tests at the time of the contemplated distribution. Distributions by Charter Operating for payment of principal on parent company (CCO Holdings) notes are further restricted by the covenants in its credit facilities. However, without regard to leverage, during any calendar year or any portion thereof during which the borrower is a flow-through entity for tax purposes, and so long as no event of default exists, the borrower may make distributions to the equity interests of the borrower in an amount sufficient to make permitted tax payments. In addition to the limitation on distributions under the various indentures, distributions by the Company’s subsidiaries may be limited by applicable law, including the Delaware Limited Liability Company Act, under which the Company’s subsidiaries may make distributions if they have “surplus” as defined in the act. Liquidity and Future Principal and Interest Payments The Company continues to have significant amounts of debt, and its business requires significant cash to fund principal and interest payments on its debt, capital expenditures and ongoing operations. As set forth below, the Company has significant future principal and interest payments. The Company continues to monitor the capital markets, and it expects to undertake refinancing transactions and utilize free cash flow and cash on hand to further extend or reduce the maturities of its principal obligations. The timing and terms of any refinancing transactions will be subject to market conditions. Interest payments on variable debt are estimated using amounts outstanding at December 31, 2021 and the average implied forward LIBOR rates applicable for the quarter during the interest rate reset based on the yield curve in effect at December 31, 2021. Actual interest payments will differ based on actual LIBOR rates and actual amounts outstanding for applicable periods. Based upon outstanding indebtedness as of December 31, 2021, the amortization of term loans, and the maturity dates for all senior and subordinated notes, total future principal and interest payments on the total borrowings under all debt agreements are as follows. Principal Interest 2022 $ 3,277 $ 4,166 2023 1,936 4,066 2024 2,265 3,996 2025 10,670 3,802 2026 788 3,654 Thereafter 72,262 42,667 $ 91,198 $ 62,351 |