Long-Term Debt | Long-Term Debt Long-term debt consists of the following as of September 30, 2016 and December 31, 2015 : September 30, 2016 December 31, 2015 Principal Amount Accreted Value Principal Amount Accreted Value CCO Holdings, LLC: 7.000% senior notes due January 15, 2019 $ — $ — $ 600 $ 594 7.375% senior notes due June 1, 2020 — — 750 744 5.250% senior notes due March 15, 2021 500 496 500 496 6.500% senior notes due April 30, 2021 — — 1,500 1,487 6.625% senior notes due January 31, 2022 750 741 750 740 5.250% senior notes due September 30, 2022 1,250 1,231 1,250 1,229 5.125% senior notes due February 15, 2023 1,000 991 1,000 990 5.125% senior notes due May 1, 2023 1,150 1,141 1,150 1,140 5.750% senior notes due September 1, 2023 500 496 500 495 5.750% senior notes due January 15, 2024 1,000 991 1,000 990 5.875% senior notes due April 1, 2024 1,700 1,684 — — 5.375% senior notes due May 1, 2025 750 744 750 744 5.750% senior notes due February 15, 2026 2,500 2,459 — — 5.500% senior notes due May 1, 2026 1,500 1,487 — — 5.875% senior notes due May 1, 2027 800 794 800 794 Charter Communications Operating, LLC: 3.579% senior notes due July 23, 2020 2,000 1,982 — — 4.464% senior notes due July 23, 2022 3,000 2,972 — — 4.908% senior notes due July 23, 2025 4,500 4,457 — — 6.384% senior notes due October 23, 2035 2,000 1,980 — — 6.484% senior notes due October 23, 2045 3,500 3,466 — — 6.834% senior notes due October 23, 2055 500 495 — — Credit facilities 8,965 8,863 3,552 3,502 Time Warner Cable, LLC: 5.850% senior notes due May 1, 2017 2,000 2,050 — — 6.750% senior notes due July 1, 2018 2,000 2,157 — — 8.750% senior notes due February 14, 2019 1,250 1,430 — — 8.250% senior notes due April 1, 2019 2,000 2,292 — — 5.000% senior notes due February 1, 2020 1,500 1,624 — — 4.125% senior notes due February 15, 2021 700 742 — — 4.000% senior notes due September 1, 2021 1,000 1,059 — — 5.750% sterling senior notes due June 2, 2031 (a) 810 879 — — 6.550% senior debentures due May 1, 2037 1,500 1,693 — — 7.300% senior debentures due July 1, 2038 1,500 1,797 — — 6.750% senior debentures due June 15, 2039 1,500 1,731 — — 5.875% senior debentures due November 15, 2040 1,200 1,259 — — 5.500% senior debentures due September 1, 2041 1,250 1,258 — — 5.250% sterling senior notes due July 15, 2042 (b) 843 811 — — 4.500% senior debentures due September 15, 2042 1,250 1,135 — — Time Warner Cable Enterprises LLC: 8.375% senior debentures due March 15, 2023 1,000 1,282 — — 8.375% senior debentures due July 15, 2033 1,000 1,327 — — Total debt 60,168 61,996 14,102 13,945 Less current portion: 5.850% senior notes due May 1, 2017 2,000 2,050 — — Long-term debt $ 58,168 $ 59,946 $ 14,102 $ 13,945 (a) Principal amount includes £625 million valued at $810 million as of September 30, 2016 using the exchange rate at that date. (b) Principal amount includes £650 million valued at $843 million as of September 30, 2016 using the exchange rate at that date. 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, (i) in regards to the Legacy TWC debt assumed, a fair value premium adjustment as a result of applying acquisition accounting plus the accretion of those amounts to the balance sheet date and (ii) in regards to the fixed-rate British pound sterling denominated notes (the “Sterling Notes”), a remeasurement of the principal amount of the debt and any premium or discount into US dollars as of the balance sheet date. See Note 9. However, the amount that is currently payable if the debt becomes immediately due is equal to the principal amount of the debt. The Company has availability under the Charter Operating credit facilities of approximately $2.8 billion as of September 30, 2016 . As discussed in Note 2, upon consummation of the Transactions, CCOH Safari merged into CCO Holdings and CCO Safari II and CCO Safari III merged into Charter Operating and, as a result, the Company assumed $21.8 billion aggregate principal amount of debt. During the three and nine months ended September 30, 2015, Charter incurred interest expense on this debt of approximately $163 million and $275 million , respectively. CCO Holdings In February 2016, CCO Holdings and CCO Holdings Capital jointly issued $1.7 billion aggregate principal amount of 5.875% senior notes due 2024 (the “2024 Notes”) and, in April 2016, they issued $1.5 billion aggregate principal amount of 5.500% senior notes due 2026 (the “2026 Notes”) at a price of 100.075% of the aggregate principal amount. The net proceeds from both issuances were used to repurchase all of CCO Holdings’ 7.000% senior notes due 2019, 7.375% senior notes due 2020 and 6.500% senior notes due 2021 and to pay related fees and expenses and for general corporate purposes. These debt repurchases resulted in a loss on extinguishment of debt of $110 million for the nine months ended September 30, 2016 . The 2024 Notes and 2026 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 2024 Notes and 2026 Notes at any time with a make-whole premium. Beginning in 2019 for the 2024 notes and 2021 for the 2026 notes, the optional redemption price declines to 100% of the respective series’ principal amount, plus accrued and unpaid interest, if any. In addition, at any time prior to April 1, 2019 in regards to the 2024 Notes and May 1, 2019 in regards to the 2026 Notes, CCO Holdings may redeem up to 40% of the aggregate principal amount of the 2024 Notes and 2026 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. In April 2015, CCO Holdings and CCO Holdings Capital closed on transactions in which they issued $1.15 billion aggregate principal amount of 5.125% senior unsecured notes due 2023 (the “2023 Notes”), $750 million aggregate principal amount of 5.375% senior unsecured notes due 2025 (the “2025 Notes”) and $800 million aggregate principal amount of 5.875% senior unsecured notes due 2027 (the “2027 Notes” and collectively, the “Notes”). The net proceeds from the issuance of the 2023 Notes and 2025 Notes were used to finance tender offers and a subsequent call in which $1.0 billion aggregate principal amount of CCO Holdings’ outstanding 7.250% senior notes due 2017 and $700 million aggregate principal amount of CCO Holdings’ outstanding 8.125% senior notes due 2020 were repurchased, as well as for general corporate purposes. The net proceeds from the issuance of the 2027 Notes were used to call $800 million of the $1.4 billion aggregate principal amount of CCO Holdings’ outstanding 7.000% senior notes due 2019. These debt repurchases resulted in a loss on extinguishment of debt of $123 million for the nine months ended September 30, 2015 . The Company also recorded a loss on extinguishment of debt of approximately $3 million for the nine months ended September 30, 2015 as a result of the repayment of debt upon termination of the proposed transactions with Comcast Corporation (“Comcast”). Charter Operating In connection with the closing of the TWC Transaction, Charter Operating replaced its existing revolving credit facility with a new $3.0 billion senior secured revolving credit facility under Charter Operating’s Amended and Restated Credit Agreement dated May 18, 2016 (the “Credit Agreement”). As of September 30, 2016 , $220 million of the revolving credit facility was utilized to collateralize $325 million of letters of credit issued on the Company’s behalf. In connection with the closing of the Bright House Transaction, Charter Operating closed on a $2.6 billion aggregate principal amount Term Loan A pursuant to the terms of the Credit Agreement of which $2.0 billion was used to fund the cash portion of the Bright House Transaction and of which $638 million was used to prepay and terminate Charter Operating’s existing Term A-1 Loans. Interest on Term Loan A was set at LIBOR plus 2% . As of September 30, 2016 , the aggregate principal amount of Charter Operating’s credit facilities was $9.0 billion , which includes $3.8 billion aggregate principal amount of CCO Safari III credit facilities that became obligations of Charter Operating upon the closing of the TWC Transaction. The Credit Agreement and the Charter Operating senior notes are guaranteed by CCO Holdings, TWC, LLC (as defined below), TWCE (as defined below) and substantially all of the operating subsidiaries of Charter Operating (collectively, the “Subsidiary Guarantors”). Term Loan A and borrowings under the incremental revolving credit facility are secured by a perfected first priority security interest in substantially all of the assets of Charter Operating and the Subsidiary Guarantors, subject to certain customary exceptions and the liens rank equally with the liens on the collateral securing obligations under the Charter Operating notes and credit facilities and the Time Warner Cable, LLC (the successor to Legacy TWC outstanding debt obligations, “TWC, LLC”) senior notes and debentures and the Time Warner Cable Enterprises LLC (“TWCE”) senior debentures assumed in the TWC Transaction. Assumed Legacy TWC Indebtedness The Company assumed approximately $22.4 billion in aggregate principal amount of TWC, LLC senior notes and debentures and TWCE senior debentures with varying maturities. The Company applied acquisition accounting to Legacy TWC, and as a result, the debt assumed was adjusted to fair value using quoted market values as of the closing date. This fair value adjustment resulted in recognition of a net debt premium of approximately $2.4 billion . TWC, LLC Senior Notes and Debentures The TWC, LLC senior notes and debentures are guaranteed by CCO Holdings, Charter Operating, TWCE and the Subsidiary Guarantors 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 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 Senior Debentures The TWCE senior debentures are guaranteed by CCO Holdings, Charter Operating, TWC, LLC and the Subsidiary Guarantors 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. Liquidity and Future Principal 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 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. Based on outstanding indebtedness as of September 30, 2016 , the amortization of term loans, and the maturity dates for all senior and subordinated notes and debentures, total future principal payments on the total borrowings under all debt agreements as of September 30, 2016 are as follows: Year Amount Three months ended December 31, 2016 $ 49 2017 2,197 2018 2,197 2019 3,546 2020 5,216 Thereafter 46,963 $ 60,168 |