Document And Entity Information
Document And Entity Information - USD ($) $ in Billions | 3 Months Ended | |
Mar. 31, 2017 | Jun. 30, 2016 | |
Entity Information [Line Items] | ||
Entity Registrant Name | CCO HOLDINGS LLC | |
Entity Central Index Key | 1,271,833 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CCOH | |
Entity Current Reporting Status | Yes | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 1 | |
Entity Public Float | $ 0 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 2,740 | $ 1,324 |
Accounts receivable, less allowance for doubtful accounts of $114 and $124, respectively | 1,251 | 1,387 |
Prepaid expenses and other current assets | 385 | 300 |
Total current assets | 4,376 | 3,011 |
INVESTMENT IN CABLE PROPERTIES: | ||
Property, plant and equipment, net of accumulated depreciation of $12,846 and $11,085, respectively | 32,459 | 32,718 |
Franchises | 67,316 | 67,316 |
Customer relationships, net | 13,904 | 14,608 |
Goodwill | 29,526 | 29,509 |
Total investment in cable properties, net | 143,205 | 144,151 |
OTHER NONCURRENT ASSETS | 1,118 | 1,157 |
Total assets | 148,699 | 148,319 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued liabilities | 6,697 | 6,897 |
Payables to related party | 591 | 621 |
Current portion of long-term debt | 2,007 | 2,028 |
Total current liabilities | 9,295 | 9,546 |
LONG-TERM DEBT | 60,837 | 59,719 |
LOANS PAYABLE - RELATED PARTY | 833 | 640 |
DEFERRED INCOME TAXES | 39 | 25 |
OTHER LONG-TERM LIABILITIES | 2,368 | 2,526 |
SHAREHOLDERS' EQUITY: | ||
Members' equity | 75,308 | 75,845 |
Accumulated other comprehensive loss | (6) | (7) |
Total CCO Holdings member's equity | 75,302 | 75,838 |
Noncontrolling interests | 25 | 25 |
Total member's equity | 75,327 | 75,863 |
Total liabilities and member's equity | $ 148,699 | $ 148,319 |
CONSOLIDATED BALANCE SHEET (PAR
CONSOLIDATED BALANCE SHEET (PARENTHETICALS) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Allowance for doubtful accounts | $ 114 | $ 124 |
INVESTMENT IN CABLE PROPERTIES: | ||
Property, plant and equipment, accumulated depreciation | $ 12,846 | $ 11,085 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
REVENUES | $ 10,164 | $ 2,530 |
COSTS AND EXPENSES: | ||
Operating costs and expenses (exclusive of items shown separately below) | 6,584 | 1,671 |
Depreciation and amortization | 2,548 | 539 |
Other operating expenses, net | 94 | 18 |
Total costs and expenses | 9,226 | 2,228 |
Income from operations | 938 | 302 |
OTHER EXPENSES: | ||
Interest expense, net | (719) | (200) |
Loss on extinguishment of debt | (34) | 0 |
Gain (loss) on financial instruments, net | 38 | (5) |
Other income, net | 13 | 0 |
Total other expenses, net | (702) | (205) |
Income before income taxes | 236 | 97 |
Income tax expense | (19) | 0 |
Consolidated net income | $ 217 | $ 97 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Consolidated net income | $ 217 | $ 97 |
Net impact of interest rate derivative instruments | 1 | 2 |
Consolidated comprehensive income | $ 218 | $ 99 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Consolidated net income | $ 217 | $ 97 |
Adjustments to reconcile consolidated net income to net cash flows from operating activities: | ||
Depreciation and amortization | 2,548 | 539 |
Stock compensation expense | 69 | 24 |
Accelerated vesting of equity awards | 17 | 0 |
Noncash interest (income) expense, net | (108) | 7 |
Other pension benefits | (13) | 0 |
Loss on extinguishment of debt | 34 | 0 |
(Gain) loss on financial instruments, net | (38) | 5 |
Deferred income taxes | 14 | 0 |
Other, net | (4) | 0 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable | 241 | 26 |
Prepaid expenses and other assets | (58) | (18) |
Accounts payable, accrued liabilities and other | (244) | 34 |
Receivables from and payables to related party, including deferred management fees | (11) | (33) |
Net cash flows from operating activities | 2,664 | 681 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (1,555) | (429) |
Change in accrued expenses related to capital expenditures | (150) | (56) |
Other, net | (7) | (2) |
Net cash flows from investing activities | (1,712) | (487) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings of long-term debt | 4,640 | 2,139 |
Repayments of long-term debt | (3,475) | (727) |
Borrowings (repayments) loans payable - related parties | 178 | (308) |
Payments for debt issuance costs | (21) | (17) |
Distributions to parent | (856) | (14) |
Other, net | (2) | 0 |
Net cash flows from financing activities | 464 | 1,073 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 1,416 | 1,267 |
CASH AND CASH EQUIVALENTS, beginning of period | 1,324 | 5 |
CASH AND CASH EQUIVALENTS, end of period | 2,740 | 1,272 |
CASH PAID FOR INTEREST | 892 | 190 |
CASH PAID FOR TAXES | $ 1 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Organization and Basis of Presentation [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Organization CCO Holdings, LLC (together with its subsidiaries, “CCO Holdings,” or the “Company”) is the second largest cable operator in the United States and a leading broadband communications company providing video, Internet and voice services to residential and business customers. In addition, the Company sells video and online advertising inventory to local, regional and national advertising customers and fiber-delivered communications and managed information technology solutions to larger enterprise customers. The Company also owns and operates regional sports networks and local sports, news and lifestyle channels and sells security and home management services to the residential marketplace. CCO Holdings is a holding company whose principal assets are the equity interests in its operating subsidiaries. CCO Holdings is a direct subsidiary of CCH I Holdings, LLC (“CCH I”), which is an indirect subsidiary of Charter Communications, Inc. (“Charter”), Charter Communications Holdings, LLC (“Charter Holdings”) and Spectrum Management Holding Company, LLC (“Spectrum Management”). The consolidated financial statements include the accounts of CCO Holdings and all of its subsidiaries where the underlying operations reside, which are collectively referred to herein as the “Company.” All significant intercompany accounts and transactions among consolidated entities have been eliminated. Charter, Charter Holdings and Spectrum Management have performed financing, cash management, treasury and other services for CCO Holdings on a centralized basis. Changes in member’s equity in the consolidated balance sheets related to these activities have been considered cash receipts (contributions) and payments (distributions) for purposes of the consolidated statements of cash flows and are reflected in financing activities. The Company’s operations are managed and reported to its Chief Executive Officer (“CEO”), the Company’s chief operating decision maker, on a consolidated basis. The CEO assesses performance and allocates resources based on the consolidated results of operations. Under this organizational and reporting structure, the Company has one reportable segment, cable services. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures typically included in CCO Holdings’ Annual Report on Form 10-K have been condensed or omitted for this quarterly report. The accompanying consolidated financial statements are unaudited and are subject to review by regulatory authorities. However, in the opinion of management, such financial statements include all adjustments, which consist of only normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. Interim results are not necessarily indicative of results for a full year. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant judgments and estimates include capitalization of labor and overhead costs; depreciation and amortization costs; purchase accounting valuations of assets and liabilities including, but not limited to, property, plant and equipment, intangibles and goodwill; pension benefits; income taxes; contingencies and programming expense. Actual results could differ from those estimates. |
Mergers and Acquisitions (Notes
Mergers and Acquisitions (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Mergers and Acquisitions [Abstract] | |
Mergers and Acquisitions | Mergers and Acquisitions The Transactions On May 18, 2016, the transactions contemplated by the Agreement and Plan of Mergers dated as of May 23, 2015 (the “Merger Agreement”), by and among Time Warner Cable Inc. (“Legacy TWC”), Charter Communications, Inc. prior to the closing of the Merger Agreement (“Legacy Charter”), CCH I, LLC, previously a wholly owned subsidiary of Legacy Charter and certain other subsidiaries of CCH I, LLC were completed (the “TWC Transaction,” and together with the Bright House Transaction described below, the “Transactions”). As a result of the TWC Transaction, CCH I, LLC became the new public parent company that holds the operations of the combined companies and was renamed Charter Communications, Inc. As of the date of completion of the Transactions, the total value of the TWC Transaction was approximately $85 billion , including cash, equity and Legacy TWC assumed debt. Also, on May 18, 2016, Legacy Charter and Advance/Newhouse Partnership (“A/N”), the former parent of Bright House Networks, LLC (“Bright House”), completed their previously announced transaction, pursuant to a definitive Contribution Agreement (the “Contribution Agreement”), under which Charter acquired Bright House (the “Bright House Transaction”) for approximately $12.2 billion consisting of cash, convertible preferred units of Charter Holdings and common units of Charter Holdings. Pursuant to the Bright House Transaction, Charter became the owner of the membership interests in Bright House and the other assets primarily related to Bright House (other than certain excluded assets and liabilities and non-operating cash). In connection with the TWC Transaction, Liberty Broadband purchased shares of Charter Class A common stock to partially finance the cash portion of the TWC Transaction consideration, and in connection with the Bright House Transaction, Liberty Broadband purchased shares of Charter Class A common stock (the “Liberty Transaction”). Acquisition Accounting Charter applied acquisition accounting to the Transactions. The total purchase price was allocated to the identifiable tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values. The fair values were primarily based on third-party valuations using assumptions developed by management and other information compiled by management including, but not limited to, future expected cash flows. The excess of the purchase price over those fair values was recorded as goodwill. The allocation of the purchase price to certain assets and liabilities is preliminary and is subject to change based on additional information that may be obtained during the measurement period primarily related to working capital measurement. The Company will continue to obtain information to assist in finalizing the fair value of net assets acquired and liabilities assumed, which is not expected to differ materially from the preliminary estimates herein. The Company will apply any measurement period adjustments, including any related impacts to net income (loss), in the reporting period in which the adjustments are determined. The tables below present the preliminary allocation of the purchase price to the assets acquired and liabilities assumed in the Transactions. TWC Preliminary Allocation of Purchase Price Cash and cash equivalents $ 1,058 Current assets 1,413 Property, plant and equipment 21,413 Customer relationships 13,460 Franchises 54,085 Goodwill 28,309 Other noncurrent assets 1,040 Accounts payable and accrued liabilities (4,057 ) Debt (24,900 ) Deferred income taxes (28,138 ) Other long-term liabilities (3,162 ) Noncontrolling interests (4 ) $ 60,517 The Company made measurement period adjustments to the fair value of certain assets acquired and liabilities assumed in the TWC Transaction during the three months ended March 31, 2017 , including a decrease to working capital of $27 million and a decrease of $10 million to deferred income tax liabilities, resulting in a net increase of $17 million to goodwill. Bright House Preliminary Allocation of Purchase Price Current assets $ 131 Property, plant and equipment 2,884 Customer relationships 2,150 Franchises 7,225 Goodwill 44 Other noncurrent assets 86 Accounts payable and accrued liabilities (330 ) Other long-term liabilities (12 ) Noncontrolling interests (22 ) $ 12,156 No measurement period adjustments were made to the fair value of assets acquired and liabilities assumed in the Bright House Transaction during the three months ended March 31, 2017 . In connection with the Transactions, subsidiaries of Charter contributed down to the Company the net assets and liabilities of TWC and Bright House except for the deferred tax liabilities of Charter, as noted above, and net assets of approximately $1.0 billion primarily comprised of cash and cash equivalents used as a source for the cash portion of the TWC purchase price. Selected Pro Forma Financial Information The following unaudited pro forma financial information of the Company is based on the historical consolidated financial statements of Legacy Charter, Legacy TWC and Legacy Bright House and is intended to provide information about how the Transactions and related financing may have affected the Company’s historical consolidated financial statements if they had closed as of January 1, 2015. The pro forma financial information below is based on available information and assumptions that the Company believes are reasonable. The pro forma financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what the Company’s financial condition or results of operations would have been had the transactions described above occurred on the date indicated. The pro forma financial information also should not be considered representative of the Company’s future financial condition or results of operations. Three Months Ended March 31, 2016 Revenues $ 9,742 Consolidated net income $ 373 |
Franchises, Goodwill and Other
Franchises, Goodwill and Other Intangible Assets (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Franchises, Goodwill and Other Intangible Assets [Abstract] | |
Franchises, Goodwill and Other Intangible Assets | Franchises, Goodwill and Other Intangible Assets Indefinite-lived and finite-lived intangible assets consist of the following as of March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Indefinite-lived intangible assets: Franchises $ 67,316 $ — $ 67,316 $ 67,316 $ — $ 67,316 Goodwill 29,526 — 29,526 29,509 — 29,509 Other intangible assets — — — 4 — 4 $ 96,842 $ — $ 96,842 $ 96,829 $ — $ 96,829 Finite-lived intangible assets: Customer relationships $ 18,226 $ (4,322 ) $ 13,904 $ 18,226 $ (3,618 ) $ 14,608 Other intangible assets 625 (145 ) 480 615 (128 ) 487 $ 18,851 $ (4,467 ) $ 14,384 $ 18,841 $ (3,746 ) $ 15,095 Amortization expense related to customer relationships and other intangible assets for the three months ended March 31, 2017 and 2016 was $726 million and $60 million , respectively. The Company expects amortization expense on its finite-lived intangible assets will be as follows: Nine months ended December 31, 2017 $ 2,021 2018 2,462 2019 2,179 2020 1,887 2021 1,604 Thereafter 4,231 $ 14,384 Actual amortization expense in future periods will differ from these estimates as a result of new intangible asset acquisitions or divestitures, changes in useful lives, purchase accounting adjustments, impairments and other relevant factors. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consist of the following as of March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Accounts payable – trade $ 483 $ 416 Deferred revenue 362 352 Accrued liabilities: Programming costs 1,937 1,783 Labor 653 953 Capital expenditures 957 1,107 Interest 894 958 Taxes and regulatory fees 460 529 Other 951 799 $ 6,697 $ 6,897 |
Long-Term Debt (Notes)
Long-Term Debt (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following as of March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Principal Amount Accreted Value Principal Amount Accreted Value CCO Holdings, LLC: 5.250% senior notes due March 15, 2021 $ 500 $ 497 $ 500 $ 496 6.625% senior notes due January 31, 2022 — — 750 741 5.250% senior notes due September 30, 2022 1,250 1,233 1,250 1,232 5.125% senior notes due February 15, 2023 1,000 992 1,000 992 5.125% senior notes due May 1, 2023 1,150 1,142 1,150 1,141 5.750% senior notes due September 1, 2023 500 496 500 496 5.750% senior notes due January 15, 2024 1,000 991 1,000 991 5.875% senior notes due April 1, 2024 1,700 1,685 1,700 1,685 5.375% senior notes due May 1, 2025 750 744 750 744 5.750% senior notes due February 15, 2026 2,500 2,461 2,500 2,460 5.500% senior notes due May 1, 2026 1,500 1,488 1,500 1,487 5.875% senior notes due May 1, 2027 800 794 800 794 5.125% senior notes due May 1, 2027 2,000 1,969 — — Charter Communications Operating, LLC: 3.579% senior notes due July 23, 2020 2,000 1,984 2,000 1,983 4.464% senior notes due July 23, 2022 3,000 2,974 3,000 2,973 4.908% senior notes due July 23, 2025 4,500 4,459 4,500 4,458 6.384% senior notes due October 23, 2035 2,000 1,981 2,000 1,980 6.484% senior notes due October 23, 2045 3,500 3,466 3,500 3,466 6.834% senior notes due October 23, 2055 500 495 500 495 Credit facilities 8,866 8,769 8,916 8,814 Time Warner Cable, LLC: 5.850% senior notes due May 1, 2017 2,000 2,007 2,000 2,028 6.750% senior notes due July 1, 2018 2,000 2,113 2,000 2,135 8.750% senior notes due February 14, 2019 1,250 1,393 1,250 1,412 8.250% senior notes due April 1, 2019 2,000 2,235 2,000 2,264 5.000% senior notes due February 1, 2020 1,500 1,606 1,500 1,615 4.125% senior notes due February 15, 2021 700 737 700 739 4.000% senior notes due September 1, 2021 1,000 1,053 1,000 1,056 5.750% sterling senior notes due June 2, 2031 (a) 783 848 770 834 6.550% senior debentures due May 1, 2037 1,500 1,690 1,500 1,691 7.300% senior debentures due July 1, 2038 1,500 1,793 1,500 1,795 6.750% senior debentures due June 15, 2039 1,500 1,728 1,500 1,730 5.875% senior debentures due November 15, 2040 1,200 1,259 1,200 1,259 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) 815 784 800 771 4.500% senior debentures due September 15, 2042 1,250 1,136 1,250 1,135 Time Warner Cable Enterprises LLC: 8.375% senior debentures due March 15, 2023 1,000 1,263 1,000 1,273 8.375% senior debentures due July 15, 2033 1,000 1,321 1,000 1,324 Total debt 61,264 62,844 60,036 61,747 Less current portion: 5.850% senior notes due May 1, 2017 (2,000 ) (2,007 ) (2,000 ) (2,028 ) Long-term debt $ 59,264 $ 60,837 $ 58,036 $ 59,719 (a) Principal amount includes £625 million valued at $783 million and $770 million as of March 31, 2017 and December 31, 2016 , respectively, using the exchange rate at the respective dates. (b) Principal amount includes £650 million valued at $815 million and $800 million as of March 31, 2017 and December 31, 2016 , 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 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. 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 US dollars is remeasured as of each balance sheet date. See Note 7. The Company has availability under the Charter Operating credit facilities of approximately $2.8 billion as of March 31, 2017 . CCO Holdings In February 2016, CCO Holdings, LLC ("CCO Holdings") and CCO Holdings Capital Corp. ("CCO Holdings Capital") jointly issued $1.7 billion aggregate principal amount of 5.875% senior notes due 2024. The proceeds, along with the proceeds from the April 2016 issuance of $1.5 billion aggregate principal amount of 5.500% senior notes due 2026, 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. In February 2017, CCO Holdings and CCO Holdings Capital jointly issued $1.0 billion aggregate principal amount of 5.125% senior notes due May 1, 2027. The net proceeds were used to redeem CCO Holdings’ 6.625% senior notes due 2022, pay related fees and expenses and for general corporate purposes. The Company recorded a loss on extinguishment of debt of $33 million for the three months ended March 31, 2017 related to these transactions. In March 2017, CCO Holdings and CCO Holdings Capital jointly issued an additional $1.0 billion aggregate principal amount of 5.125% senior notes due May 1, 2027 at a price of 99.0% of the aggregate principal amount. The net proceeds, as well as cash on hand, were used in April 2017 to redeem Time Warner Cable, LLC's 5.850% senior notes due 2017, pay related fees and expenses and for general corporate purposes. In April 2017, CCO Holdings and CCO Holdings Capital jointly issued an additional $1.25 billion aggregate principal amount of 5.125% senior notes due May 1, 2027 (the "April CCOH Notes" and together with the notes issued in February and March 2017 described above, the "Notes") at a price of 100.5% of the aggregate principal amount. The net proceeds, along with the net proceeds from the Charter Operating Notes described below) 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 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 2025, 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 May 1, 2020, 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. Charter Operating In January 2017, Charter Operating entered into an amendment to its Amended and Restated Credit Agreement dated May 18, 2016 (the “Credit Agreement”) decreasing the applicable LIBOR margin on both the term loan E and term loan F to 2.00% and eliminating the LIBOR floor. The Company recorded a loss on extinguishment of debt of $1 million for the three months ended March 31, 2017 related to these transactions. In April 2017, Charter Operating and Charter Communications Operating Capital Corp. issued $1.25 billion aggregate principal amount of 5.375% senior secured notes due May 1, 2047 (the "Charter Operating Notes") at a price of 99.968% of the aggregate principal amount. The net proceeds, along with the net proceeds from the April CCOH Notes described above) 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, Time Warner Cable, LLC, Time Warner Cable Enterprises LLC 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. The liens rank equally with the liens on the collateral securing obligations under the Charter Operating credit facilities and continue to exist as long as the liens securing such facilities exist. Charter Operating may redeem some or all of the Charter Operating notes at any time at a premium. |
Loans Receivable (Payable) - Re
Loans Receivable (Payable) - Related Party (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Loans Receivable (Payable) - Related Party [Abstract] | |
Loans Receivable Payable To Related Parties [Text Block] | Loans Receivable (Payable) - Related Party Loans payable - related party as of March 31, 2017 and December 31, 2016 consists of loans from Charter Communications Holdings Company, LLC (“Charter Holdco”) to the Company of $655 million and $640 million , respectively. Loans payable - related party as of March 31, 2017 also includes a loan from Charter to the Company of $178 million . Interest accrues on loans payable - related party at LIBOR plus 1.75% . |
Accounting for Derivative Instr
Accounting for Derivative Instruments and Hedging Activities (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting for Derivative Instruments and Hedging Activities [Abstract] | |
Accounting for Derivative Instruments and Hedging Activities | Accounting for Derivative Instruments and Hedging Activities The Company uses derivative instruments to manage interest rate risk on variable debt and foreign exchange risk on the Sterling Notes, and does not hold or issue derivative instruments for speculative trading purposes. Interest rate derivative instruments are used to manage interest costs and to reduce the Company’s exposure to increases in floating interest rates. The Company manages its exposure to fluctuations in interest rates by maintaining a mix of fixed and variable rate debt. Using interest rate derivative instruments, the Company agrees to exchange, at specified intervals through 2017, the difference between fixed and variable interest amounts calculated by reference to agreed-upon notional principal amounts. As of March 31, 2017 and December 31, 2016 , the Company had $850 million in notional amounts of interest rate derivative instruments outstanding. The notional amounts of interest rate derivative instruments do not represent amounts exchanged by the parties and, thus, are not a measure of exposure to credit loss. The amounts exchanged were determined by reference to the notional amount and the other terms of the contracts. Cross-currency derivative instruments are used to effectively convert £1.275 billion aggregate principal amount of fixed-rate British pound sterling denominated debt, including annual interest payments and the payment of principal at maturity, to fixed-rate U.S. dollar denominated debt. The cross-currency swaps have maturities of June 2031 and July 2042. The Company is required to post collateral on the cross-currency derivative instruments when the derivative contracts are in a liability position. In May 2016, the Company entered into a collateral holiday agreement for 80% of both the 2031 and 2042 cross-currency swaps, which eliminates the requirement to post collateral for three years. The effect of derivative instruments on the consolidated balance sheets is presented in the table below: March 31, 2017 December 31, 2016 Interest Rate Derivatives Accrued interest $ 3 $ 5 Accumulated other comprehensive loss $ (4 ) $ (5 ) Cross-Currency Derivatives Other long-term liabilities $ 186 $ 251 The Company’s interest rate and cross-currency derivative instruments are not designated as hedges and are marked to fair value each period, with the impact recorded as a gain or loss on financial instruments, net in the consolidated statements of operations. While these derivative instruments are not designated as cash flow hedges for accounting purposes, management continues to believe such instruments are closely correlated with the respective debt, thus managing associated risk. The effect of financial instruments on the consolidated statements of operations is presented in the table below. Three Months Ended March 31, 2017 2016 Gain (loss) on Financial Instruments, Net: Change in fair value of interest rate derivative instruments $ 2 $ (3 ) Change in fair value of cross-currency derivative instruments 65 — Remeasurement of Sterling Notes to U.S. dollars (28 ) — Loss reclassified from accumulated other comprehensive loss due to discontinuance of hedge accounting (1 ) (2 ) $ 38 $ (5 ) |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Fair Value Measurements The accounting guidance establishes a three-level hierarchy for disclosure of fair value measurements, based on the transparency of inputs to the valuation of an asset or liability as of the measurement date, as follows: • Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. Financial Assets and Liabilities The Company has estimated the fair value of its financial instruments as of March 31, 2017 and December 31, 2016 using available market information or other appropriate valuation methodologies. Considerable judgment, however, is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented in the accompanying consolidated financial statements are not necessarily indicative of the amounts the Company would realize in a current market exchange. The carrying amounts of cash and cash equivalents, receivables, payables and other current assets and liabilities approximate fair value because of the short maturity of those instruments. The Company’s cash and cash equivalents as of March 31, 2017 and December 31, 2016 were primarily invested in money market funds. The money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange which approximates fair value. The money market funds potentially subject the Company to concentration of credit risk. The amount invested within any one financial instrument did not exceed $250 million as of March 31, 2017 and December 31, 2016 . As of March 31, 2017 and December 31, 2016 , there were no significant concentrations of financial instruments in a single investee, industry or geographic location. Interest rate derivative instruments are valued using a present value calculation based on an implied forward LIBOR curve (adjusted for Charter Operating’s and counterparties’ credit risk). The weighted average pay rate for the Company’s currently effective interest rate derivative instruments was 1.59% at March 31, 2017 and December 31, 2016 (exclusive of applicable spreads). The cross-currency derivative instruments are valued using a present value calculation based on expected forward interest and exchange rates (adjusted for Charter Operating’s and counterparties’ credit risk). Financial instruments accounted for at fair value on a recurring basis are presented in the table below. March 31, 2017 December 31, 2016 Level 1 Level 2 Level 1 Level 2 Assets Money market funds $ 2,257 $ — $ 1,003 $ — Liabilities Interest rate derivative instruments $ — $ 3 $ — $ 5 Cross-currency derivative instruments $ — $ 186 $ — $ 251 A summary of the carrying value and fair value of debt as of March 31, 2017 and December 31, 2016 is as follows: March 31, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value Senior notes and debentures $ 54,075 $ 56,657 $ 52,933 $ 55,203 Credit facilities $ 8,769 $ 8,889 $ 8,814 $ 8,943 The estimated fair value of the Company’s senior notes and debentures as of March 31, 2017 and December 31, 2016 is based on quoted market prices in active markets and is classified within Level 1 of the valuation hierarchy, while the estimated fair value of the Company’s credit facilities is based on quoted market prices in inactive markets and is classified within Level 2. Nonfinancial Assets and Liabilities The Company’s nonfinancial assets such as equity-method investments, franchises, property, plant, and equipment, and other intangible assets are not measured at fair value on a recurring basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence that an impairment may exist. No material impairments were recorded during the three months ended March 31, 2017 and 2016 . Upon closing of the Transactions, all of Legacy TWC and Legacy Bright House nonfinancial assets and liabilities were recorded at fair values. See Note 2. |
Operating Costs and Expenses (N
Operating Costs and Expenses (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Operating Costs and Expenses [Abstract] | |
Operating Costs and Expenses | Operating Costs and Expenses Operating costs and expenses, exclusive of items shown separately in the consolidated statements of operations, consist of the following for the periods presented: Three Months Ended March 31, 2017 2016 Programming $ 2,604 $ 703 Regulatory, connectivity and produced content 498 112 Costs to service customers 1,815 421 Marketing 582 165 Transition costs 51 21 Other 1,034 249 $ 6,584 $ 1,671 Programming costs consist primarily of costs paid to programmers for basic, premium, digital, video on demand, and pay-per-view programming. Regulatory, connectivity and produced content costs represent payments to franchise and regulatory authorities, costs directly related to providing video, Internet and voice services as well as payments for sports, local and news content produced by the Company. Included in regulatory, connectivity and produced content costs is content acquisition costs for the Los Angeles Lakers’ basketball games and Los Angeles Dodgers’ baseball games which are recorded as games are exhibited over the applicable season. Costs to service customers include costs related to field operations, network operations and customer care for the Company’s residential and small and medium business customers, including internal and third-party labor for installations, service and repairs, maintenance, billing and collection, occupancy and vehicle costs. Marketing costs represent the costs of marketing to current and potential commercial and residential customers including labor costs. Transition costs represent incremental costs incurred to integrate the TWC and Bright House operations and to increase the scale of the Company’s business as a result of the Transactions. See Note 2. Other includes bad debt expense, corporate overhead, advertising sales expenses, indirect costs associated with the Company’s enterprise business customers and regional sports and news networks, property tax expense and insurance expense and stock compensation expense, among others. |
Other Operating Expenses, Net (
Other Operating Expenses, Net (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Other Operating Expenses, Net [Abstract] | |
Other Operating Expenses, Net | Other Operating Expenses, Net Other operating expenses, net consist of the following for the periods presented: Three Months Ended March 31, 2017 2016 Merger and restructuring costs $ 95 $ 14 Special charges, net 2 4 (Gain) loss on sale of assets, net (3 ) — $ 94 $ 18 Merger and restructuring costs Merger and restructuring costs represent costs incurred in connection with merger and acquisition transactions and related restructuring, such as advisory, legal and accounting fees, employee retention costs, employee termination costs related to the Transactions and other exit costs. The Company expects to incur additional merger and restructuring costs in connection with the Transactions. Changes in accruals for merger and restructuring costs from December 31, 2016 through March 31, 2017 are presented below: Employee Retention Costs Employee Termination Costs Transaction and Advisory Costs Other Costs Total Liability, December 31, 2016 $ 7 $ 244 $ 25 $ — $ 276 Costs incurred 3 61 2 12 78 Cash paid — (100 ) (2 ) (12 ) (114 ) Remaining liability, March 31, 2017 $ 10 $ 205 $ 25 $ — $ 240 In addition to the costs incurred indicated above, the Company recorded $17 million of expense related to accelerated vesting of equity awards of terminated employees for the three months ended March 31, 2017 . Special charges, net Special charges, net primarily includes employee termination costs not related to the Transactions and net amounts of litigation settlements. (Gain) loss on sale of assets, net (Gain) loss on sale of assets, net represents the net (gain) loss recognized on the sales and disposals of fixed assets and cable systems. |
Income Taxes (Notes)
Income Taxes (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | Income Taxes CCO Holdings is a single member limited liability company not subject to income tax. CCO Holdings holds all operations through indirect subsidiaries. The majority of these indirect subsidiaries are limited liability companies that are not subject to income tax. Certain indirect subsidiaries that are required to file separate returns are subject to federal and state tax. CCO Holdings’ tax provision reflects the tax provision of the entities required to file separate returns. Generally, the taxable income, gains, losses, deductions and credits of CCO Holdings are passed through to its indirect members, Charter and A/N. Charter is responsible for its share of taxable income or loss of CCO Holdings allocated to it in accordance with the CCH Limited Liability Company Agreement (“LLC Agreement”) and partnership tax rules and regulations. Charter also records financial statement deferred tax assets and liabilities related to its investment, and its underlying net assets, in CCO Holdings. For the three months ended March 31, 2017 and 2016 , the Company recorded $19 million and an immaterial amount of income tax expense, respectively. Income tax expense is generally recognized through increases in deferred tax liabilities as well as through current federal and state income tax expense. In determining the Company’s tax provision for financial reporting purposes, the Company establishes a reserve for uncertain tax positions unless such positions are determined to be “more likely than not” of being sustained upon examination, based on their technical merits. There is considerable judgment involved in making such a determination. The Company has recorded unrecognized tax benefits totaling approximately $158 million and $159 million , excluding interest and penalties, as of March 31, 2017 and December 31, 2016 , respectively. The Company does not currently anticipate that its reserve for uncertain tax positions will significantly increase or decrease during 2017; however, various events could cause the Company’s current expectations to change in the future. These uncertain tax positions, if ever recognized in the financial statements, would be recorded in the consolidated statements of operations as part of the income tax provision. No tax years for Charter, Charter Holdings, or Charter Communications Holding Company, LLC, the Company’s indirect parent companies, for income tax purposes, are currently under examination by the IRS. Legacy Charter’s tax years ending 2013 through the short period return dated May 17, 2016 remain subject to examination and assessment. Years prior to 2013 remain open solely for purposes of examination of Legacy Charter’s loss and credit carryforwards. The IRS is currently examining Legacy TWC’s income tax returns for 2011 and 2012. Legacy TWC’s tax years ending 2013 through 2015 remain subject to examination and assessment. Prior to Legacy TWC’s separation from Time Warner Inc. (“Time Warner”) in March 2009 (the “Separation”), Legacy TWC was included in the consolidated U.S. federal and certain state income tax returns of Time Warner. The IRS is currently examining Time Warner’s 2008 through 2010 income tax returns. Time Warner’s income tax returns for 2005 to 2007, which are periods prior to the Separation, were settled with the exception of an immaterial item that has been referred to the IRS Appeals Division. The Company does not anticipate that these examinations will have a material impact on the Company’s consolidated financial position or results of operations. In addition, the Company is also subject to ongoing examinations of the Company’s tax returns by state and local tax authorities for various periods. Activity related to these state and local examinations did not have a material impact on the Company’s consolidated financial position or results of operations during the three months ended March 31, 2017 , nor does the Company anticipate a material impact in the future. |
Related Party Transactions (Not
Related Party Transactions (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On May 23, 2015, in connection with the execution of the Merger Agreement and the amendment of the Contribution Agreement, Charter entered into the Amended and Restated Stockholders Agreement with Liberty Broadband, A/N and Legacy Charter (the “Stockholders Agreement”) and the Charter Holdings Limited Liability Operating Agreement (“LLC Agreement”) with Liberty Broadband and A/N. As of the closing of the Merger Agreement and the Contribution Agreement on May 18, 2016, the Stockholders Agreement replaced Legacy Charter’s existing stockholders agreement with Liberty Broadband, dated September 29, 2014, and superseded the amended and restated stockholders agreement among Legacy Charter, Charter, Liberty Broadband and A/N, dated March 31, 2015. Under the terms of the Stockholders Agreement, the number of Charter’s directors is fixed at 13, and includes its chief executive officer. Upon the closing of the Bright House Transaction, two designees selected by A/N became members of the board of directors of Charter and three designees selected by Liberty Broadband continued as members of the board of directors of Charter. The remaining eight directors are not affiliated with either A/N or Liberty Broadband. Each of A/N and Liberty Broadband is entitled to nominate at least one director to each of the committees of Charter’s board of directors, subject to applicable stock exchange listing rules and certain specified voting or equity ownership thresholds for each of A/N and Liberty Broadband, and provided that the Nominating and Corporate Governance Committee and the Compensation and Benefit Committee each have at least a majority of directors independent from A/N, Liberty Broadband and the Company (referred to as the “unaffiliated directors”). Each of the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee is currently comprised of three unaffiliated directors and one designee of each of A/N and Liberty Broadband. A/N and Liberty Broadband also have certain other committee designation and other governance rights. Upon the closing of the Bright House Transaction, Mr. Thomas Rutledge, the Company’s Chief Executive Officer (“CEO”), became the chairman of the board of Charter. In December 2016, Charter and A/N entered into a letter agreement (the "Letter Agreement") that requires pro rata participation by A/N and its affiliates in any repurchases of shares of Charter Class A common stock until A/N has sold shares or units totaling $537 million ( $245 million has already been completed and of that total, $27 million was completed during the three months ended March 31, 2017 ), subject to Liberty Broadband's right of first refusal to purchase shares or units from A/N upon A/N's sale to any third party. The Company is aware that Dr. John Malone may be deemed to have a 36.4% voting interest in Liberty Interactive and is Chairman of the board of directors, an executive officer position, of Liberty Interactive. Liberty Interactive owns 38.3% of the common stock of HSN, Inc. (“HSN”) and has the right to elect 20% of the board members of HSN. Liberty Interactive wholly owns QVC, Inc. (“QVC”). The Company has programming relationships with HSN and QVC which pre-date the transaction with Liberty Media Corporation. For the three months ended March 31, 2017 and 2016 , the Company recorded payments in aggregate of approximately $17 million and $4 million , respectively, from HSN and QVC as part of channel carriage fees and revenue sharing arrangements for home shopping sales made to customers in the Company’s footprint. Dr. Malone and Mr. Steven Miron, each a member of Charter’s board of directors, also serve on the board of directors of Discovery Communications, Inc., (“Discovery”) and the Company is aware that Dr. Malone owns 5.2% in the aggregate of the common stock of Discovery and has a 28.7% voting interest in Discovery for the election of directors. The Company is aware that Advance/Newhouse Programming Partnership (“A/N PP”), an affiliate of A/N and in which Mr. Miron is the CEO, owns 100% of the Series A preferred stock of Discovery and 100% of the Series C preferred stock of Discovery, representing approximately 34.0% of the outstanding equity of Discovery’s stock, on an as-converted basis. A/N PP has the right to appoint three directors out of a total of ten directors to Discovery’s board to be elected by the holders of Discovery’s Series A preferred stock. In addition, Dr. Malone is a member of the board of directors of Lions Gate Entertainment Corp. ("Lions Gate", parent company of Starz, Inc.) and owns approximately 5.9% in the aggregate of the common stock of Lions Gate and has 8.1% of the voting power, pursuant to his ownership of Lions Gate Class A voting shares. The Company purchases programming from both Discovery and Lions Gate pursuant to agreements entered into prior to Dr. Malone and Mr. Miron joining Charter’s board of directors. Based on publicly available information, the Company does not believe that either Discovery or Lions Gate would currently be considered related parties. The amounts paid in the aggregate to Discovery and Lions Gate represent less than 3% of total operating costs and expenses for the three months ended March 31, 2017 and 2016 . The Company and its parent companies have agreements with certain equity-method investees pursuant to which the Company has made or received related party transaction payments. The Company and its parent companies recorded payments to equity-method investees totaling $68 million and $4 million during the three months ended March 31, 2017 and March 31, 2016 , respectively. The Company recorded advertising revenues from transactions with equity-method investees totaling $2 million during the three months ended March 31, 2017 . |
Contingencies (Notes)
Contingencies (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
Contingencies | Contingencies In 2014, following an announcement by Comcast and Legacy TWC of their intent to merge, Breffni Barrett and others filed suit in the Supreme Court of the State of New York for the County of New York against Comcast, Legacy TWC and their respective officers and directors. Later five similar class actions were consolidated with this matter (the “NY Actions”). The NY Actions were settled in July 2014, however, such settlement was terminated following the termination of the Comcast and TWC merger in April 2015. In May 2015, Charter and TWC announced their intent to merge. Subsequently, the parties in the NY Actions filed a Second Consolidated Class Action Complaint (the “Second Amended Complaint”), removing Comcast as a defendant and naming TWC, the members of the TWC board of directors, Charter and the merger subsidiaries as defendants. The Second Amended Complaint generally alleged, among other things, that the members of the TWC board of directors breached their fiduciary duties to TWC stockholders during the Charter merger negotiations and by entering into the merger agreement and approving the mergers, and that Charter aided and abetted such breaches of fiduciary duties. The complaint sought, among other relief, injunctive relief enjoining the stockholder vote on the mergers, unspecified declaratory and equitable relief, compensatory damages in an unspecified amount, and costs and attorneys’ fees. In September 2015, the parties entered into a memorandum of understanding (“MOU”) to settle the action. Pursuant to the MOU, the defendants issued certain supplemental disclosures relating to the mergers on a Form 8-K, and plaintiffs agreed to release with prejudice all claims that could have been asserted against defendants in connection with the mergers. The settlement is conditioned on, among other things, approval by the New York Supreme Court. That court gave preliminary approval to the settlement in October 2016 and granted final approval in March 2017. In August 2015, a purported stockholder of Charter, Matthew Sciabacucchi, filed a lawsuit in the Delaware Court of Chancery, on behalf of a putative class of Charter stockholders, challenging the transactions between Charter, TWC, A/N, and Liberty Broadband announced by Charter on May 26, 2015 (collectively, the “Transactions”). The lawsuit names as defendants Liberty Broadband, Charter, the board of directors of Charter, and New Charter. Plaintiff alleged that the Transactions improperly benefit Liberty Broadband at the expense of other Charter shareholders, and that Charter issued a false and misleading proxy statement in connection with the Transactions. Plaintiff requested, among other things, that the Delaware Court of Chancery enjoin the September 21, 2015 special meeting of Charter stockholders at which Charter stockholders were asked to vote on the Transactions until the defendants disclosed certain information relating to Charter and the Transactions. The disclosures demanded by the plaintiff included (i) certain unlevered free cash flow projections for Charter and (ii) a Form of Proxy and Right of First Refusal Agreement (“Proxy”) by and among Liberty Broadband, A/N, Charter and New Charter, which was referenced in the description of the Second Amended and Restated Stockholders Agreement, dated May 23, 2015, among Charter, New Charter, Liberty Broadband and A/N. On September 9, 2015, Charter issued supplemental disclosures containing unlevered free cash flow projections for Charter. In return, the plaintiff agreed its disclosure claims were moot and withdrew its application to enjoin the Charter stockholder vote on the Transactions. Charter has filed a motion to dismiss this litigation but the court has not yet ruled upon it. Charter denies any liability, believes that it has substantial defenses, and intends to vigorously defend this suit. The California Attorney General and the Alameda County, California District Attorney are investigating whether certain of Legacy Charter’s waste disposal policies, procedures and practices are in violation of the California Business and Professions Code and the California Health and Safety Code. That investigation was commenced in January 2014. A similar investigation involving Legacy TWC was initiated in February 2012. Charter is cooperating with these investigations. While the Company is unable to predict the outcome of these investigations, it does not expect that the outcome will have a material effect on its operations, financial condition, or cash flows. On December 19, 2011, Sprint Communications Company L.P. (“Sprint”) filed a complaint in the U.S. District Court for the District of Kansas alleging that Legacy TWC infringes 12 U.S. patents purportedly relating to Voice over Internet Protocol (“VoIP”) services. Over the course of the litigation Sprint dismissed its claims relating to five of the asserted patents, and shortly before trial Sprint dropped its claims with respect to two additional patents. A trial on the remaining five patents began on February 13, 2017. On March 3, 2017 the jury returned a verdict of $140 million against Legacy TWC and further concluded that Legacy TWC had willfully infringed Sprint’s patents. The court subsequently declined to enhance the damage award as a result of the purported willful infringement. The Company plans to appeal. In addition to its appeal, the Company will continue to pursue indemnity from one of its vendors. The impact of the verdict was reflected in the adjustment to net current liabilities as described in Note 2. The Company does not expect that the outcome of this litigation will have a material adverse effect on its operations or financial condition. The ultimate outcome of this litigation or the pursuit of indemnity against the Company’s vendor cannot be predicted. On October 23, 2015, the New York Office of the Attorney General (the “NY AG”) began an investigation of Legacy TWC's advertised Internet speeds and other Internet product advertising. On February 1, 2017, the NY AG filed suit in the Supreme Court for the State of New York alleging that Legacy TWC's advertising of Internet speeds was false and misleading. The suit seeks restitution and injunctive relief. The Company denies that Legacy TWC engaged in any wrongdoing and the Company intends to defend itself vigorously. However, no assurances can be made that such defenses would ultimately be successful. At this time, the Company does not expect that the outcome of this litigation will have a material adverse effect on its operations, financial condition or cash flows. The Company and its parent companies are defendants or co-defendants in several lawsuits involving alleged infringement of various patents relating to various aspects of their businesses. Other industry participants are also defendants in certain of these cases. In the event that a court ultimately determines that the Company infringes on any intellectual property rights, the Company may be subject to substantial damages and/or an injunction that could require the Company or its vendors to modify certain products and services the Company offers to its subscribers, as well as negotiate royalty or license agreements with respect to the patents at issue. While the Company believes the lawsuits are without merit and intends to defend the actions vigorously, no assurance can be given that any adverse outcome would not be material to the Company’s consolidated financial condition, results of operations, or liquidity. The Company cannot predict the outcome of any such claims nor can it reasonably estimate a range of possible loss. The Company and its parent companies are party to lawsuits, claims and regulatory inquiries that arise in the ordinary course of conducting their business, including lawsuits claiming violation of wage and hour laws and breach of contract by vendors, including by three programmers. The ultimate outcome of these other legal matters pending against the Company cannot be predicted, and although such lawsuits and claims are not expected individually to have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity, such lawsuits could have, in the aggregate, a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity. Whether or not the Company ultimately prevails in any particular lawsuit or claim, litigation can be time consuming and costly and injure the Company’s reputation. |
Stock Compensation Plans (Notes
Stock Compensation Plans (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Stock Compensation Plans [Abstract] | |
Stock Compensation Plans | Stock Compensation Plans Charter’s 2009 Stock Incentive Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights, dividend equivalent rights, performance units and performance shares, share awards, phantom stock, restricted stock units and restricted stock. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting services for the Company, are eligible for grants under the 2009 Stock Incentive Plan. Charter granted the following equity awards for the periods presented after applying the parent company merger ratio as a result of the Transactions, as applicable. Three Months Ended March 31, 2017 2016 Stock options 1,102,620 879,606 Restricted stock — — Restricted stock units 268,194 248,384 Legacy Charter stock options and restricted stock units cliff vest upon the three year anniversary of each grant. Certain stock options and restricted stock units vest based on achievement of stock price hurdles. Stock options generally expire ten years from the grant date and restricted stock units have no voting rights. Restricted stock generally vests annually one year beginning from the date of grant. Legacy TWC restricted stock units that were converted into Charter restricted stock units generally vest 50% on each of the third and fourth anniversary of the grant date. Legacy TWC stock options that were converted into Charter stock options vest ratably over a four -year period and expire ten years from the grant date. As of March 31, 2017 , total unrecognized compensation remaining to be recognized in future periods totaled $304 million for stock options, $0.2 million for restricted stock and $300 million for restricted stock units and the weighted average period over which they are expected to be recognized is three years for stock options, one month for restricted stock and three years for restricted stock units. The Company recorded $69 million and $24 million of stock compensation expense for the three months ended March 31, 2017 and 2016 , respectively, which is included in operating costs and expenses. The Company also recorded $17 million of expense for the three months ended March 31, 2017 related to accelerated vesting of equity awards of terminated employees which is recorded in merger and restructuring costs. |
Employee Benefit Plans (Notes)
Employee Benefit Plans (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The Company sponsors two qualified defined benefit pension plans, the TWC Pension Plan and the TWC Union Pension Plan, that provide pension benefits to a majority of Legacy TWC employees. The Company also provides a nonqualified defined benefit pension plan for certain employees under the TWC Excess Pension Plan. Pension benefits are based on formulas that reflect the employees’ years of service and compensation during their employment period. Actuarial gains or losses are changes in the amount of either the benefit obligation or the fair value of plan assets resulting from experience different from that assumed or from changes in assumptions. The Company has elected to follow a mark-to-market pension accounting policy for recording the actuarial gains or losses annually during the fourth quarter, or earlier if a remeasurement event occurs during an interim period. The components of net periodic pension benefit for the three months ended March 31, 2017 consisted of the following: Three Months Ended March 31, 2017 Interest cost $ 34 Expected return on plan assets (47 ) Net periodic pension benefit $ (13 ) Interest cost and expected return on plan assets are recorded in other income (expense), net in the consolidated statements of operations. The Company made no cash contributions to the qualified pension plans during the three months ended March 31, 2017 ; however, the Company may make discretionary cash contributions to the qualified pension plans in the future. Such contributions will be dependent on a variety of factors, including current and expected interest rates, asset performance, the funded status of the qualified pension plans and management’s judgment. For the nonqualified unfunded pension plan, the Company will continue to make contributions during 2017 to the extent benefits are paid. |
Consolidating Schedules (Notes)
Consolidating Schedules (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Consolidating Schedules [Abstract] | |
Consolidating Schedules | Consolidating Schedules Each of Charter Operating, TWC, LLC, TWCE, CCO Holdings and certain subsidiaries jointly, severally, fully and unconditionally guarantee the outstanding debt securities of the others (other than the CCO Holdings notes) on an unsecured senior basis and the condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered. Certain Charter Operating subsidiaries that are regulated telephone entities only become guarantor subsidiaries upon approval by regulators. This information is not intended to present the financial position, results of operations and cash flows of the individual companies or groups of companies in accordance with generally accepted accounting principles. The “Charter Operating and Restricted Subsidiaries” column is presented to comply with the terms of the Credit Agreement. Condensed consolidating financial statements as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016 follow. CCO Holdings, LLC and Subsidiaries Condensed Consolidating Balance Sheets As of March 31, 2017 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 872 $ 1,868 $ — $ 2,740 Accounts receivable, net — 1,251 — 1,251 Receivables from related party 48 — (48 ) — Prepaid expenses and other current assets — 385 — 385 Total current assets 920 3,504 (48 ) 4,376 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net — 32,459 — 32,459 Franchises — 67,316 — 67,316 Customer relationships, net — 13,904 — 13,904 Goodwill — 29,526 — 29,526 Total investment in cable properties, net — 143,205 — 143,205 INVESTMENT IN SUBSIDIARIES 88,568 — (88,568 ) — LOANS RECEIVABLE – RELATED PARTY 511 — (511 ) — OTHER NONCURRENT ASSETS — 1,118 — 1,118 Total assets $ 89,999 $ 147,827 $ (89,127 ) $ 148,699 LIABILITIES AND MEMBER’S EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 205 $ 6,492 $ — $ 6,697 Payables to related party — 639 (48 ) 591 Current portion of long-term debt — 2,007 — 2,007 Total current liabilities 205 9,138 (48 ) 9,295 LONG-TERM DEBT 14,492 46,345 — 60,837 LOANS PAYABLE – RELATED PARTY — 1,344 (511 ) 833 DEFERRED INCOME TAXES — 39 — 39 OTHER LONG-TERM LIABILITIES — 2,368 — 2,368 MEMBER’S EQUITY Controlling interest 75,302 88,568 (88,568 ) 75,302 Noncontrolling interests — 25 — 25 Total member’s equity 75,302 88,593 (88,568 ) 75,327 Total liabilities and member’s equity $ 89,999 $ 147,827 $ (89,127 ) $ 148,699 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Balance Sheets As of December 31, 2016 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 1,324 $ — $ 1,324 Accounts receivable, net — 1,387 — 1,387 Receivables from related party 62 — (62 ) — Prepaid expenses and other current assets — 300 — 300 Total current assets 62 3,011 (62 ) 3,011 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net — 32,718 — 32,718 Franchises — 67,316 — 67,316 Customer relationships, net — 14,608 — 14,608 Goodwill — 29,509 — 29,509 Total investment in cable properties, net — 144,151 — 144,151 INVESTMENT IN SUBSIDIARIES 88,760 — (88,760 ) — LOANS RECEIVABLE – RELATED PARTY 494 — (494 ) — OTHER NONCURRENT ASSETS — 1,157 — 1,157 Total assets $ 89,316 $ 148,319 $ (89,316 ) $ 148,319 LIABILITIES AND MEMBER’S EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 219 $ 6,678 $ — $ 6,897 Payables to related party — 683 (62 ) 621 Current portion of long-term debt — 2,028 — 2,028 Total current liabilities 219 9,389 (62 ) 9,546 LONG-TERM DEBT 13,259 46,460 — 59,719 LOANS PAYABLE – RELATED PARTY — 1,134 (494 ) 640 DEFERRED INCOME TAXES — 25 — 25 OTHER LONG-TERM LIABILITIES — 2,526 — 2,526 MEMBER’S EQUITY Controlling interest 75,838 88,760 (88,760 ) 75,838 Noncontrolling interests — 25 — 25 Total member’s equity 75,838 88,785 (88,760 ) 75,863 Total liabilities and member’s equity $ 89,316 $ 148,319 $ (89,316 ) $ 148,319 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Operations For the three months ended March 31, 2017 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated REVENUES $ — $ 10,164 $ — $ 10,164 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) — 6,584 — 6,584 Depreciation and amortization — 2,548 — 2,548 Other operating expenses, net — 94 — 94 — 9,226 — 9,226 Income from operations — 938 — 938 OTHER INCOME (EXPENSES): Interest expense, net (190 ) (529 ) — (719 ) Loss on extinguishment of debt (33 ) (1 ) — (34 ) Gain on financial instruments, net — 38 — 38 Other income, net — 13 — 13 Equity in income of subsidiaries 440 — (440 ) — 217 (479 ) (440 ) (702 ) Income before income taxes 217 459 (440 ) 236 INCOME TAX EXPENSE — (19 ) — (19 ) Consolidated net income $ 217 $ 440 $ (440 ) $ 217 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Operations For the three months ended March 31, 2016 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated REVENUES $ — $ 2,530 $ — $ 2,530 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) — 1,671 — 1,671 Depreciation and amortization — 539 — 539 Other operating expenses, net — 18 — 18 — 2,228 — 2,228 Income from operations — 302 — 302 OTHER INCOME (EXPENSES): Interest expense, net (165 ) (35 ) — (200 ) Loss on financial instruments, net — (5 ) — (5 ) Equity in income of subsidiaries 262 — (262 ) — 97 (40 ) (262 ) (205 ) Income before income taxes 97 262 (262 ) 97 INCOME TAX EXPENSE — — — — Consolidated net income $ 97 $ 262 $ (262 ) $ 97 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Comprehensive Income For the three months ended March 31, 2017 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated Consolidated net income $ 217 $ 440 $ (440 ) $ 217 Net impact of interest rate derivative instruments 1 1 (1 ) 1 Consolidated comprehensive income $ 218 $ 441 $ (441 ) $ 218 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Comprehensive Income For the three months ended March 31, 2016 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated Consolidated net income $ 97 $ 262 $ (262 ) $ 97 Net impact of interest rate derivative instruments 2 2 (2 ) 2 Consolidated comprehensive income 99 264 (264 ) 99 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Cash Flows For the three months ended March 31, 2017 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated NET CASH FLOWS FROM OPERATING ACTIVITIES $ (204 ) $ 2,868 $ — $ 2,664 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (1,555 ) — (1,555 ) Change in accrued expenses related to capital expenditures — (150 ) — (150 ) Distributions from subsidiaries 737 — (737 ) — Other, net — (7 ) — (7 ) Net cash flows from investing activities 737 (1,712 ) (737 ) (1,712 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt 1,990 2,650 — 4,640 Repayments of long-term debt (775 ) (2,700 ) — (3,475 ) Borrowings loans payable - related parties — 178 — 178 Payments for debt issuance costs (20 ) (1 ) — (21 ) Distributions to parent (856 ) (737 ) 737 (856 ) Other, net — (2 ) — (2 ) Net cash flows from financing activities 339 (612 ) 737 464 NET INCREASE IN CASH AND CASH EQUIVALENTS 872 544 — 1,416 CASH AND CASH EQUIVALENTS, beginning of period — 1,324 — 1,324 CASH AND CASH EQUIVALENTS, end of period $ 872 $ 1,868 $ — $ 2,740 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Cash Flows For the three months ended March 31, 2016 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated NET CASH FLOWS FROM OPERATING ACTIVITIES $ (158 ) $ 839 $ — $ 681 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (429 ) — (429 ) Change in accrued expenses related to capital expenditures — (56 ) — (56 ) Distributions from subsidiaries 246 — (246 ) — Other, net — (2 ) — (2 ) Net cash flows from investing activities 246 (487 ) (246 ) (487 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt 1,700 439 — 2,139 Repayments of long-term debt — (727 ) — (727 ) Borrowings (payments) loans payable - related parties (546 ) 238 — (308 ) Payments for debt issuance costs (17 ) — — (17 ) Distributions to parent (14 ) (246 ) 246 (14 ) Net cash flows from financing activities 1,123 (296 ) 246 1,073 NET INCREASE IN CASH AND CASH EQUIVALENTS 1,211 56 — 1,267 CASH AND CASH EQUIVALENTS, beginning of period — 5 — 5 CASH AND CASH EQUIVALENTS, end of period $ 1,211 $ 61 $ — $ 1,272 |
Recently Issued Accounting Stan
Recently Issued Accounting Standards (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Recently Issued Accounting Standards [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Accounting Standards Adopted January 1, 2017 In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting , which includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. The new standard (1) requires all excess tax benefits and deficiencies to be recognized as income tax expense or benefit in the income statement in the period in which they occur regardless of whether the benefit reduces taxes payable in the current period, (2) requires classification of excess tax benefits as an operating activity on the statements of cash flows, (3) allows an entity to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur and (4) causes the threshold under which employee share-based awards partially settled in cash can qualify for equity classification to increase to the maximum statutory tax rates in the applicable jurisdiction. ASU 2016-09 will be effective for interim and annual periods after December 15, 2016 (January 1, 2017 for the Company). The new standard generally requires a modified retrospective transition through a cumulative-effect adjustment as of the beginning of the period of adoption, with certain provisions requiring either a prospective or retrospective transition. The Company adopted ASU 2016-09 on January 1, 2017. On January 1, 2017, the Company also established an accounting policy election to assume zero forfeitures for stock award grants and account for forfeitures when they occur which prospectively impacts stock compensation expense. Other aspects of adoption ASU 2016-09 did not have a material impact to the Company’s consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost ("ASU 2017-07"), which requires employers to report the service cost component of net periodic pension cost in the same line item as other compensation costs arising from services rendered during the period. The standard also requires the other components of net periodic cost be presented in the income statement separately from the service cost component and outside of a subtotal of income from operations. ASU 2017-07 will be effective for annual periods beginning after December 15, 2017, and early adoption is permitted. The new standard requires retrospective application and allows a practical expedient that permits an employer to use the amounts disclosed in its pension plan footnote for the prior comparative periods as the estimation basis for applying the retrospective presentation. The Company early adopted ASU 2017-07 during the current quarter and utilized the practical expedient to estimate the impact on the prior comparative period information presented in interim and annual financial statements. The Company previously recorded service cost with other compensation costs in operating costs and expenses in the consolidated statements of operations, and recorded other pension costs (benefits), in other operating expenses, net. Adoption of the standard results in the reclassification of other pension costs (benefits) to other expenses, net (non-operating). Adopting the standard will reduce 2016 income from operations presented for comparative purposes in the 2017 annual financial statements by $899 million with a corresponding decrease to other expenses of $899 million , with no impact to net income. There was no impact from the adoption of the standard for the three months ended March 31, 2016. ASU 2017-07 does not impact the consolidated balance sheets or statements of cash flows. Accounting Standards Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The new standard provides a single principles-based, five-step model to be applied to all contracts with customers, which steps are to (1) identify the contract(s) with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when each performance obligation is satisfied. More specifically, revenue will be recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration expected in exchange for those goods or services. ASU 2014-09 will be effective, reflecting the one-year deferral, for interim and annual periods beginning after December 15, 2017 (January 1, 2018 for the Company). Companies can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is currently in the process of evaluating which method of transition will be utilized. The Company is continuing to assess all potential impacts that the adoption of ASU 2014-09 will have on its consolidated financial statements, including developing new accounting policies, internal controls and processes to facilitate the adoption of the standard. The most significant impacts upon adoption are anticipated to result from the deferral over a period of time instead of recognized immediately of (1) the residential installation revenues which represent nonrefundable up-front fees that convey a material right to the customer and (2) the internal and external commission expenses which represent costs of obtaining a contract. In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”), which requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. Lessees are allowed to account for short-term leases (i.e., leases with a term of 12 months or less) off-balance sheet, consistent with current operating lease accounting. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. ASU 2016-02 will be effective for interim and annual periods beginning after December 15, 2018 (January 1, 2019 for the Company). The new standard requires a modified retrospective transition through a cumulative-effect adjustment as of the beginning of the earliest period presented in the financial statements. The Company is currently in the process of evaluating the impact that the adoption of ASU 2016-02 will have on its consolidated financial statements including identifying the population of leases, evaluating technology solutions and collecting lease data. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which clarifies how entities should classify cash receipts and cash payments related to eight specific cash flow matters on the statement of cash flows, with the objective of reducing existing diversity in practice. ASU 2016-15 will be effective for interim and annual periods beginning after December 15, 2017 (January 1, 2018 for the Company). Early adoption is permitted. The Company is currently in the process of evaluating the impact that the adoption of ASU 2016-15 will have on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which eliminates step two from the goodwill impairment test. Under the new standard, to the extent the carrying amount of a reporting unit exceeds the fair value, the Company will record an impairment charge equal to the difference. The impairment charge recognized should not exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 will be effective for interim and annual periods beginning after December 15, 2019 (January 1, 2020 for the Company). Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The Company is currently in the process of evaluating the impact that the adoption of ASU 2017-04 will have on its consolidated financial statements. |
Accounting for Derivative Ins24
Accounting for Derivative Instruments and Hedging Activities (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting for Derivative Instruments and Hedging Activities [Abstract] | |
Derivatives Policy | The Company uses derivative instruments to manage interest rate risk on variable debt and foreign exchange risk on the Sterling Notes, and does not hold or issue derivative instruments for speculative trading purposes. |
Mergers and Acquisitions (Table
Mergers and Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Mergers and Acquisitions [Abstract] | |
Schedule of Pro Forma Financial Information | The following unaudited pro forma financial information of the Company is based on the historical consolidated financial statements of Legacy Charter, Legacy TWC and Legacy Bright House and is intended to provide information about how the Transactions and related financing may have affected the Company’s historical consolidated financial statements if they had closed as of January 1, 2015. The pro forma financial information below is based on available information and assumptions that the Company believes are reasonable. The pro forma financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what the Company’s financial condition or results of operations would have been had the transactions described above occurred on the date indicated. The pro forma financial information also should not be considered representative of the Company’s future financial condition or results of operations. Three Months Ended March 31, 2016 Revenues $ 9,742 Consolidated net income $ 373 |
TWC Transaction [Member] | |
Purchase Price Information by Acquisition: | |
Allocation of purchase price | The tables below present the preliminary allocation of the purchase price to the assets acquired and liabilities assumed in the Transactions. TWC Preliminary Allocation of Purchase Price Cash and cash equivalents $ 1,058 Current assets 1,413 Property, plant and equipment 21,413 Customer relationships 13,460 Franchises 54,085 Goodwill 28,309 Other noncurrent assets 1,040 Accounts payable and accrued liabilities (4,057 ) Debt (24,900 ) Deferred income taxes (28,138 ) Other long-term liabilities (3,162 ) Noncontrolling interests (4 ) $ 60,517 |
Bright House Transaction [Member] | |
Purchase Price Information by Acquisition: | |
Allocation of purchase price | Bright House Preliminary Allocation of Purchase Price Current assets $ 131 Property, plant and equipment 2,884 Customer relationships 2,150 Franchises 7,225 Goodwill 44 Other noncurrent assets 86 Accounts payable and accrued liabilities (330 ) Other long-term liabilities (12 ) Noncontrolling interests (22 ) $ 12,156 |
Franchises, Goodwill and Othe26
Franchises, Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Franchises, Goodwill and Other Intangible Assets [Abstract] | |
Indefinite-lived and Finite-lived Intangible Assets | Indefinite-lived and finite-lived intangible assets consist of the following as of March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Indefinite-lived intangible assets: Franchises $ 67,316 $ — $ 67,316 $ 67,316 $ — $ 67,316 Goodwill 29,526 — 29,526 29,509 — 29,509 Other intangible assets — — — 4 — 4 $ 96,842 $ — $ 96,842 $ 96,829 $ — $ 96,829 Finite-lived intangible assets: Customer relationships $ 18,226 $ (4,322 ) $ 13,904 $ 18,226 $ (3,618 ) $ 14,608 Other intangible assets 625 (145 ) 480 615 (128 ) 487 $ 18,851 $ (4,467 ) $ 14,384 $ 18,841 $ (3,746 ) $ 15,095 |
Expected Future Amortization Expense | The Company expects amortization expense on its finite-lived intangible assets will be as follows: Nine months ended December 31, 2017 $ 2,021 2018 2,462 2019 2,179 2020 1,887 2021 1,604 Thereafter 4,231 $ 14,384 |
Accounts Payable and Accrued 27
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consist of the following as of March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Accounts payable – trade $ 483 $ 416 Deferred revenue 362 352 Accrued liabilities: Programming costs 1,937 1,783 Labor 653 953 Capital expenditures 957 1,107 Interest 894 958 Taxes and regulatory fees 460 529 Other 951 799 $ 6,697 $ 6,897 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-term Debt Summary | Long-term debt consists of the following as of March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Principal Amount Accreted Value Principal Amount Accreted Value CCO Holdings, LLC: 5.250% senior notes due March 15, 2021 $ 500 $ 497 $ 500 $ 496 6.625% senior notes due January 31, 2022 — — 750 741 5.250% senior notes due September 30, 2022 1,250 1,233 1,250 1,232 5.125% senior notes due February 15, 2023 1,000 992 1,000 992 5.125% senior notes due May 1, 2023 1,150 1,142 1,150 1,141 5.750% senior notes due September 1, 2023 500 496 500 496 5.750% senior notes due January 15, 2024 1,000 991 1,000 991 5.875% senior notes due April 1, 2024 1,700 1,685 1,700 1,685 5.375% senior notes due May 1, 2025 750 744 750 744 5.750% senior notes due February 15, 2026 2,500 2,461 2,500 2,460 5.500% senior notes due May 1, 2026 1,500 1,488 1,500 1,487 5.875% senior notes due May 1, 2027 800 794 800 794 5.125% senior notes due May 1, 2027 2,000 1,969 — — Charter Communications Operating, LLC: 3.579% senior notes due July 23, 2020 2,000 1,984 2,000 1,983 4.464% senior notes due July 23, 2022 3,000 2,974 3,000 2,973 4.908% senior notes due July 23, 2025 4,500 4,459 4,500 4,458 6.384% senior notes due October 23, 2035 2,000 1,981 2,000 1,980 6.484% senior notes due October 23, 2045 3,500 3,466 3,500 3,466 6.834% senior notes due October 23, 2055 500 495 500 495 Credit facilities 8,866 8,769 8,916 8,814 Time Warner Cable, LLC: 5.850% senior notes due May 1, 2017 2,000 2,007 2,000 2,028 6.750% senior notes due July 1, 2018 2,000 2,113 2,000 2,135 8.750% senior notes due February 14, 2019 1,250 1,393 1,250 1,412 8.250% senior notes due April 1, 2019 2,000 2,235 2,000 2,264 5.000% senior notes due February 1, 2020 1,500 1,606 1,500 1,615 4.125% senior notes due February 15, 2021 700 737 700 739 4.000% senior notes due September 1, 2021 1,000 1,053 1,000 1,056 5.750% sterling senior notes due June 2, 2031 (a) 783 848 770 834 6.550% senior debentures due May 1, 2037 1,500 1,690 1,500 1,691 7.300% senior debentures due July 1, 2038 1,500 1,793 1,500 1,795 6.750% senior debentures due June 15, 2039 1,500 1,728 1,500 1,730 5.875% senior debentures due November 15, 2040 1,200 1,259 1,200 1,259 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) 815 784 800 771 4.500% senior debentures due September 15, 2042 1,250 1,136 1,250 1,135 Time Warner Cable Enterprises LLC: 8.375% senior debentures due March 15, 2023 1,000 1,263 1,000 1,273 8.375% senior debentures due July 15, 2033 1,000 1,321 1,000 1,324 Total debt 61,264 62,844 60,036 61,747 Less current portion: 5.850% senior notes due May 1, 2017 (2,000 ) (2,007 ) (2,000 ) (2,028 ) Long-term debt $ 59,264 $ 60,837 $ 58,036 $ 59,719 (a) Principal amount includes £625 million valued at $783 million and $770 million as of March 31, 2017 and December 31, 2016 , respectively, using the exchange rate at the respective dates. (b) Principal amount includes £650 million valued at $815 million and $800 million as of March 31, 2017 and December 31, 2016 , respectively, using the exchange rate at the respective dates. |
Accounting for Derivative Ins29
Accounting for Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting for Derivative Instruments and Hedging Activities [Abstract] | |
Balance Sheet Effects of Derivative Instruments | The effect of derivative instruments on the consolidated balance sheets is presented in the table below: March 31, 2017 December 31, 2016 Interest Rate Derivatives Accrued interest $ 3 $ 5 Accumulated other comprehensive loss $ (4 ) $ (5 ) Cross-Currency Derivatives Other long-term liabilities $ 186 $ 251 |
Income Statement Effects of Financial Instruments | The effect of financial instruments on the consolidated statements of operations is presented in the table below. Three Months Ended March 31, 2017 2016 Gain (loss) on Financial Instruments, Net: Change in fair value of interest rate derivative instruments $ 2 $ (3 ) Change in fair value of cross-currency derivative instruments 65 — Remeasurement of Sterling Notes to U.S. dollars (28 ) — Loss reclassified from accumulated other comprehensive loss due to discontinuance of hedge accounting (1 ) (2 ) $ 38 $ (5 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Measurements [Abstract] | |
Fair Value of Assets and Liabilities Measured on a Recurring Basis | Financial instruments accounted for at fair value on a recurring basis are presented in the table below. March 31, 2017 December 31, 2016 Level 1 Level 2 Level 1 Level 2 Assets Money market funds $ 2,257 $ — $ 1,003 $ — Liabilities Interest rate derivative instruments $ — $ 3 $ — $ 5 Cross-currency derivative instruments $ — $ 186 $ — $ 251 |
Carrying Value and Fair Value of Debt | A summary of the carrying value and fair value of debt as of March 31, 2017 and December 31, 2016 is as follows: March 31, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value Senior notes and debentures $ 54,075 $ 56,657 $ 52,933 $ 55,203 Credit facilities $ 8,769 $ 8,889 $ 8,814 $ 8,943 |
Operating Costs and Expenses (T
Operating Costs and Expenses (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Operating Costs and Expenses [Abstract] | |
Operating Costs and Expenses | Operating costs and expenses, exclusive of items shown separately in the consolidated statements of operations, consist of the following for the periods presented: Three Months Ended March 31, 2017 2016 Programming $ 2,604 $ 703 Regulatory, connectivity and produced content 498 112 Costs to service customers 1,815 421 Marketing 582 165 Transition costs 51 21 Other 1,034 249 $ 6,584 $ 1,671 |
Other Operating Expenses, Net32
Other Operating Expenses, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Other Operating Expenses, Net [Abstract] | |
Other Operating Expenses, Net | Other operating expenses, net consist of the following for the periods presented: Three Months Ended March 31, 2017 2016 Merger and restructuring costs $ 95 $ 14 Special charges, net 2 4 (Gain) loss on sale of assets, net (3 ) — $ 94 $ 18 |
Accrued Merger and Restructuring Costs by Type of Cost | Changes in accruals for merger and restructuring costs from December 31, 2016 through March 31, 2017 are presented below: Employee Retention Costs Employee Termination Costs Transaction and Advisory Costs Other Costs Total Liability, December 31, 2016 $ 7 $ 244 $ 25 $ — $ 276 Costs incurred 3 61 2 12 78 Cash paid — (100 ) (2 ) (12 ) (114 ) Remaining liability, March 31, 2017 $ 10 $ 205 $ 25 $ — $ 240 |
Stock Compensation Plans (Table
Stock Compensation Plans (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Stock Compensation Plans [Abstract] | |
Equity Award Grants | Charter granted the following equity awards for the periods presented after applying the parent company merger ratio as a result of the Transactions, as applicable. Three Months Ended March 31, 2017 2016 Stock options 1,102,620 879,606 Restricted stock — — Restricted stock units 268,194 248,384 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Employee Benefit Plans [Abstract] | |
Net Periodic Pension Cost (Benefit) | The components of net periodic pension benefit for the three months ended March 31, 2017 consisted of the following: Three Months Ended March 31, 2017 Interest cost $ 34 Expected return on plan assets (47 ) Net periodic pension benefit $ (13 ) |
Consolidating Schedules (Tables
Consolidating Schedules (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Consolidating Schedules [Abstract] | |
Consolidating Schedules | Condensed consolidating financial statements as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016 follow. CCO Holdings, LLC and Subsidiaries Condensed Consolidating Balance Sheets As of March 31, 2017 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 872 $ 1,868 $ — $ 2,740 Accounts receivable, net — 1,251 — 1,251 Receivables from related party 48 — (48 ) — Prepaid expenses and other current assets — 385 — 385 Total current assets 920 3,504 (48 ) 4,376 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net — 32,459 — 32,459 Franchises — 67,316 — 67,316 Customer relationships, net — 13,904 — 13,904 Goodwill — 29,526 — 29,526 Total investment in cable properties, net — 143,205 — 143,205 INVESTMENT IN SUBSIDIARIES 88,568 — (88,568 ) — LOANS RECEIVABLE – RELATED PARTY 511 — (511 ) — OTHER NONCURRENT ASSETS — 1,118 — 1,118 Total assets $ 89,999 $ 147,827 $ (89,127 ) $ 148,699 LIABILITIES AND MEMBER’S EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 205 $ 6,492 $ — $ 6,697 Payables to related party — 639 (48 ) 591 Current portion of long-term debt — 2,007 — 2,007 Total current liabilities 205 9,138 (48 ) 9,295 LONG-TERM DEBT 14,492 46,345 — 60,837 LOANS PAYABLE – RELATED PARTY — 1,344 (511 ) 833 DEFERRED INCOME TAXES — 39 — 39 OTHER LONG-TERM LIABILITIES — 2,368 — 2,368 MEMBER’S EQUITY Controlling interest 75,302 88,568 (88,568 ) 75,302 Noncontrolling interests — 25 — 25 Total member’s equity 75,302 88,593 (88,568 ) 75,327 Total liabilities and member’s equity $ 89,999 $ 147,827 $ (89,127 ) $ 148,699 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Balance Sheets As of December 31, 2016 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 1,324 $ — $ 1,324 Accounts receivable, net — 1,387 — 1,387 Receivables from related party 62 — (62 ) — Prepaid expenses and other current assets — 300 — 300 Total current assets 62 3,011 (62 ) 3,011 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net — 32,718 — 32,718 Franchises — 67,316 — 67,316 Customer relationships, net — 14,608 — 14,608 Goodwill — 29,509 — 29,509 Total investment in cable properties, net — 144,151 — 144,151 INVESTMENT IN SUBSIDIARIES 88,760 — (88,760 ) — LOANS RECEIVABLE – RELATED PARTY 494 — (494 ) — OTHER NONCURRENT ASSETS — 1,157 — 1,157 Total assets $ 89,316 $ 148,319 $ (89,316 ) $ 148,319 LIABILITIES AND MEMBER’S EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 219 $ 6,678 $ — $ 6,897 Payables to related party — 683 (62 ) 621 Current portion of long-term debt — 2,028 — 2,028 Total current liabilities 219 9,389 (62 ) 9,546 LONG-TERM DEBT 13,259 46,460 — 59,719 LOANS PAYABLE – RELATED PARTY — 1,134 (494 ) 640 DEFERRED INCOME TAXES — 25 — 25 OTHER LONG-TERM LIABILITIES — 2,526 — 2,526 MEMBER’S EQUITY Controlling interest 75,838 88,760 (88,760 ) 75,838 Noncontrolling interests — 25 — 25 Total member’s equity 75,838 88,785 (88,760 ) 75,863 Total liabilities and member’s equity $ 89,316 $ 148,319 $ (89,316 ) $ 148,319 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Operations For the three months ended March 31, 2017 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated REVENUES $ — $ 10,164 $ — $ 10,164 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) — 6,584 — 6,584 Depreciation and amortization — 2,548 — 2,548 Other operating expenses, net — 94 — 94 — 9,226 — 9,226 Income from operations — 938 — 938 OTHER INCOME (EXPENSES): Interest expense, net (190 ) (529 ) — (719 ) Loss on extinguishment of debt (33 ) (1 ) — (34 ) Gain on financial instruments, net — 38 — 38 Other income, net — 13 — 13 Equity in income of subsidiaries 440 — (440 ) — 217 (479 ) (440 ) (702 ) Income before income taxes 217 459 (440 ) 236 INCOME TAX EXPENSE — (19 ) — (19 ) Consolidated net income $ 217 $ 440 $ (440 ) $ 217 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Operations For the three months ended March 31, 2016 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated REVENUES $ — $ 2,530 $ — $ 2,530 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) — 1,671 — 1,671 Depreciation and amortization — 539 — 539 Other operating expenses, net — 18 — 18 — 2,228 — 2,228 Income from operations — 302 — 302 OTHER INCOME (EXPENSES): Interest expense, net (165 ) (35 ) — (200 ) Loss on financial instruments, net — (5 ) — (5 ) Equity in income of subsidiaries 262 — (262 ) — 97 (40 ) (262 ) (205 ) Income before income taxes 97 262 (262 ) 97 INCOME TAX EXPENSE — — — — Consolidated net income $ 97 $ 262 $ (262 ) $ 97 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Comprehensive Income For the three months ended March 31, 2017 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated Consolidated net income $ 217 $ 440 $ (440 ) $ 217 Net impact of interest rate derivative instruments 1 1 (1 ) 1 Consolidated comprehensive income $ 218 $ 441 $ (441 ) $ 218 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Comprehensive Income For the three months ended March 31, 2016 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated Consolidated net income $ 97 $ 262 $ (262 ) $ 97 Net impact of interest rate derivative instruments 2 2 (2 ) 2 Consolidated comprehensive income 99 264 (264 ) 99 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Cash Flows For the three months ended March 31, 2017 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated NET CASH FLOWS FROM OPERATING ACTIVITIES $ (204 ) $ 2,868 $ — $ 2,664 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (1,555 ) — (1,555 ) Change in accrued expenses related to capital expenditures — (150 ) — (150 ) Distributions from subsidiaries 737 — (737 ) — Other, net — (7 ) — (7 ) Net cash flows from investing activities 737 (1,712 ) (737 ) (1,712 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt 1,990 2,650 — 4,640 Repayments of long-term debt (775 ) (2,700 ) — (3,475 ) Borrowings loans payable - related parties — 178 — 178 Payments for debt issuance costs (20 ) (1 ) — (21 ) Distributions to parent (856 ) (737 ) 737 (856 ) Other, net — (2 ) — (2 ) Net cash flows from financing activities 339 (612 ) 737 464 NET INCREASE IN CASH AND CASH EQUIVALENTS 872 544 — 1,416 CASH AND CASH EQUIVALENTS, beginning of period — 1,324 — 1,324 CASH AND CASH EQUIVALENTS, end of period $ 872 $ 1,868 $ — $ 2,740 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Cash Flows For the three months ended March 31, 2016 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated NET CASH FLOWS FROM OPERATING ACTIVITIES $ (158 ) $ 839 $ — $ 681 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (429 ) — (429 ) Change in accrued expenses related to capital expenditures — (56 ) — (56 ) Distributions from subsidiaries 246 — (246 ) — Other, net — (2 ) — (2 ) Net cash flows from investing activities 246 (487 ) (246 ) (487 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt 1,700 439 — 2,139 Repayments of long-term debt — (727 ) — (727 ) Borrowings (payments) loans payable - related parties (546 ) 238 — (308 ) Payments for debt issuance costs (17 ) — — (17 ) Distributions to parent (14 ) (246 ) 246 (14 ) Net cash flows from financing activities 1,123 (296 ) 246 1,073 NET INCREASE IN CASH AND CASH EQUIVALENTS 1,211 56 — 1,267 CASH AND CASH EQUIVALENTS, beginning of period — 5 — 5 CASH AND CASH EQUIVALENTS, end of period $ 1,211 $ 61 $ — $ 1,272 |
Organization and Basis of Pre36
Organization and Basis of Presentation (Details) | 3 Months Ended |
Mar. 31, 2017 | |
Organization and Basis of Presentation [Abstract] | |
Number of reportable segments | 1 |
Mergers and Acquisitions (Detai
Mergers and Acquisitions (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Business Acquisition Information by Acquisition: | |||
Contributions from parent | $ 1,000 | ||
Preliminary allocation of purchase price: | |||
Goodwill | 29,526 | $ 29,509 | |
Pro forma financial information: | |||
Pro forma revenues | $ 9,742 | ||
Pro forma net income | $ 373 | ||
TWC Transaction [Member] | |||
Business Acquisition Information by Acquisition: | |||
TWC enterprise value including cash, equity and debt assumed | 85,000 | ||
Preliminary allocation of purchase price: | |||
Cash and cash equivalents | 1,058 | ||
Current assets | 1,413 | ||
Property, plant and equipment | 21,413 | ||
Customer relationships | 13,460 | ||
Franchises | 54,085 | ||
Goodwill | 28,309 | ||
Other noncurrent assets | 1,040 | ||
Accounts payable and accrued liabilities | (4,057) | ||
Debt | (24,900) | ||
Deferred income taxes | (28,138) | ||
Other long-term liabilities | (3,162) | ||
Noncontrolling interests | (4) | ||
Total assets acquired plus goodwill less liabilities assumed and noncontrolling interests acquired | 60,517 | ||
Measurement period adjustment, working capital | 27 | ||
Measurement period adjustment, deferred income taxes | 10 | ||
Measurement period adjustments impact on goodwill | 17 | ||
Bright House Transaction [Member] | |||
Business Acquisition Information by Acquisition: | |||
Business Combination, Consideration Transferred | 12,200 | ||
Preliminary allocation of purchase price: | |||
Current assets | 131 | ||
Property, plant and equipment | 2,884 | ||
Customer relationships | 2,150 | ||
Franchises | 7,225 | ||
Goodwill | 44 | ||
Other noncurrent assets | 86 | ||
Accounts payable and accrued liabilities | (330) | ||
Other long-term liabilities | (12) | ||
Noncontrolling interests | (22) | ||
Total assets acquired plus goodwill less liabilities assumed and noncontrolling interests acquired | $ 12,156 |
Franchises, Goodwill and Othe38
Franchises, Goodwill and Other Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Indefinite-lived Intangible Assets: | |||
Goodwill | $ 29,526 | $ 29,509 | |
Indefinite-lived intangible assets and goodwill | 96,842 | 96,829 | |
Finite-lived Intangible Assets: | |||
Gross carrying amount | 18,851 | 18,841 | |
Accumulated Amortization | (4,467) | (3,746) | |
Net Carrying Amount | 14,384 | 15,095 | |
Amortization expense | 726 | $ 60 | |
Nine months ended December 31, 2017 | 2,021 | ||
2,018 | 2,462 | ||
2,019 | 2,179 | ||
2,020 | 1,887 | ||
2,021 | 1,604 | ||
Thereafter | 4,231 | ||
Franchises [Member] | |||
Indefinite-lived Intangible Assets: | |||
Indefinite-lived intangible assets | 67,316 | 67,316 | |
Other Intangible Assets [Member] | |||
Indefinite-lived Intangible Assets: | |||
Indefinite-lived intangible assets | 0 | 4 | |
Customer Relationships [Member] | |||
Finite-lived Intangible Assets: | |||
Gross carrying amount | 18,226 | 18,226 | |
Accumulated Amortization | (4,322) | (3,618) | |
Net Carrying Amount | 13,904 | 14,608 | |
Other Intangible Assets [Member] | |||
Finite-lived Intangible Assets: | |||
Gross carrying amount | 625 | 615 | |
Accumulated Amortization | (145) | (128) | |
Net Carrying Amount | $ 480 | $ 487 |
Accounts Payable and Accrued 39
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Accounts payable - trade | $ 483 | $ 416 |
Deferred revenue | 362 | 352 |
Accrued liabilities: | ||
Programming costs | 1,937 | 1,783 |
Labor | 653 | 953 |
Capital expenditures | 957 | 1,107 |
Interest | 894 | 958 |
Taxes and regulatory fees | 460 | 529 |
Other | 951 | 799 |
Total accounts payable and accrued liabilities | $ 6,697 | $ 6,897 |
Long-Term Debt (Details)
Long-Term Debt (Details) £ in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | ||||
Apr. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2017GBP (£) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Long-term Debt: | ||||||
Principal amount | $ 61,264 | $ 60,036 | ||||
Accreted value | 62,844 | 61,747 | ||||
Accreted value, current portion | (2,007) | (2,028) | ||||
Principal amount, noncurrent portion | 59,264 | 58,036 | ||||
Accreted value, noncurrent portion | 60,837 | 59,719 | ||||
Loss on extinguishment of debt | $ 34 | $ 0 | ||||
Basis spread on variable rate (percentage) | 1.75% | |||||
Credit Facilities [Member] | ||||||
Long-term Debt: | ||||||
Accreted value | 8,769 | 8,814 | ||||
CCO Holdings [Member] | ||||||
Long-term Debt: | ||||||
Accreted value, current portion | 0 | 0 | ||||
Accreted value, noncurrent portion | 14,492 | 13,259 | ||||
Loss on extinguishment of debt | $ 33 | |||||
CCO Holdings [Member] | 5.250% Senior Notes Due March 15, 2021 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | 500 | 500 | ||||
Accreted value | $ 497 | 496 | ||||
Stated interest rate (percentage) | 5.25% | 5.25% | ||||
CCO Holdings [Member] | 6.625% Senior Notes Due January 31, 2022 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 0 | 750 | ||||
Accreted value | $ 0 | 741 | ||||
Stated interest rate (percentage) | 6.625% | 6.625% | ||||
CCO Holdings [Member] | 5.250% Senior Notes Due September 30, 2022 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 1,250 | 1,250 | ||||
Accreted value | $ 1,233 | 1,232 | ||||
Stated interest rate (percentage) | 5.25% | 5.25% | ||||
CCO Holdings [Member] | 5.125% Senior Notes Due February 15, 2023 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 1,000 | 1,000 | ||||
Accreted value | $ 992 | 992 | ||||
Stated interest rate (percentage) | 5.125% | 5.125% | ||||
CCO Holdings [Member] | 5.125% Senior Notes Due May 1, 2023 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 1,150 | 1,150 | ||||
Accreted value | $ 1,142 | 1,141 | ||||
Stated interest rate (percentage) | 5.125% | 5.125% | ||||
CCO Holdings [Member] | 5.750% Senior Notes Due September 1, 2023 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 500 | 500 | ||||
Accreted value | $ 496 | 496 | ||||
Stated interest rate (percentage) | 5.75% | 5.75% | ||||
CCO Holdings [Member] | 5.750% Senior Notes Due January 15, 2024 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 1,000 | 1,000 | ||||
Accreted value | $ 991 | 991 | ||||
Stated interest rate (percentage) | 5.75% | 5.75% | ||||
CCO Holdings [Member] | 5.875% Senior Notes Due April 1, 2024 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 1,700 | 1,700 | ||||
Accreted value | $ 1,685 | 1,685 | ||||
Stated interest rate (percentage) | 5.875% | 5.875% | ||||
CCO Holdings [Member] | 5.375% Senior Notes Due May 1, 2025 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 750 | 750 | ||||
Accreted value | $ 744 | 744 | ||||
Stated interest rate (percentage) | 5.375% | 5.375% | ||||
CCO Holdings [Member] | 5.750% Senior Notes Due February 15, 2026 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 2,500 | 2,500 | ||||
Accreted value | $ 2,461 | 2,460 | ||||
Stated interest rate (percentage) | 5.75% | 5.75% | ||||
CCO Holdings [Member] | 5.500% Senior Notes Due May 1, 2026 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 1,500 | 1,500 | ||||
Accreted value | $ 1,488 | 1,487 | ||||
Stated interest rate (percentage) | 5.50% | 5.50% | ||||
CCO Holdings [Member] | 5.875% Senior Notes Due May 1, 2027 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 800 | 800 | ||||
Accreted value | $ 794 | 794 | ||||
Stated interest rate (percentage) | 5.875% | 5.875% | ||||
CCO Holdings [Member] | 5.125% Senior Notes Due May 1, 2027 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 2,000 | 0 | ||||
Accreted value | $ 1,969 | 0 | ||||
Maximum redemption percentage (percentage) | 40.00% | 40.00% | ||||
Redemption premium percent upon a change in control (percentage) | 101.00% | 101.00% | ||||
CCO Holdings [Member] | 7.000% Senior Notes Due January 15, 2019 [Member] | ||||||
Long-term Debt: | ||||||
Stated interest rate (percentage) | 7.00% | 7.00% | ||||
CCO Holdings [Member] | 7.375% Senior Notes Due June 1, 2020 [Member] | ||||||
Long-term Debt: | ||||||
Stated interest rate (percentage) | 7.375% | 7.375% | ||||
CCO Holdings [Member] | 6.500% Senior Notes Due April 30, 2021 [Member] | ||||||
Long-term Debt: | ||||||
Stated interest rate (percentage) | 6.50% | 6.50% | ||||
CCO Holdings [Member] | 5.125% Senior Notes Due May 1, 2027 issued in February 2017 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 1,000 | |||||
Stated interest rate (percentage) | 5.125% | 5.125% | ||||
CCO Holdings [Member] | 5.125% Senior Notes Due May 1, 2027 issued in March 2017 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 1,000 | |||||
Stated interest rate (percentage) | 5.125% | 5.125% | ||||
Debt instrument issue price percentage (percentage) | 99.00% | |||||
Charter Operating [Member] | ||||||
Long-term Debt: | ||||||
Loss on extinguishment of debt | $ 1 | |||||
Charter Operating [Member] | 3.579% Senior Notes Due July 23, 2020 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 2,000 | 2,000 | ||||
Accreted value | $ 1,984 | 1,983 | ||||
Stated interest rate (percentage) | 3.579% | 3.579% | ||||
Charter Operating [Member] | 4.464% Senior Notes Due July 23, 2022 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 3,000 | 3,000 | ||||
Accreted value | $ 2,974 | 2,973 | ||||
Stated interest rate (percentage) | 4.464% | 4.464% | ||||
Charter Operating [Member] | 4.908% Senior Notes Due July 23, 2025 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 4,500 | 4,500 | ||||
Accreted value | $ 4,459 | 4,458 | ||||
Stated interest rate (percentage) | 4.908% | 4.908% | ||||
Charter Operating [Member] | 6.384% Senior Notes Due October 23, 2035 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 2,000 | 2,000 | ||||
Accreted value | $ 1,981 | 1,980 | ||||
Stated interest rate (percentage) | 6.384% | 6.384% | ||||
Charter Operating [Member] | 6.484% Senior Notes Due October 23, 2045 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 3,500 | 3,500 | ||||
Accreted value | $ 3,466 | 3,466 | ||||
Stated interest rate (percentage) | 6.484% | 6.484% | ||||
Charter Operating [Member] | 6.834% Senior Notes Due October 23, 2055 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 500 | 500 | ||||
Accreted value | $ 495 | 495 | ||||
Stated interest rate (percentage) | 6.834% | 6.834% | ||||
Charter Operating [Member] | Credit Facilities [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 8,866 | 8,916 | ||||
Accreted value | 8,769 | 8,814 | ||||
Availability under credit facilities | 2,800 | |||||
Charter Operating [Member] | Term Loan E [Member] | ||||||
Long-term Debt: | ||||||
Basis spread on variable rate (percentage) | 2.00% | |||||
Charter Operating [Member] | Term Loan F [Member] | ||||||
Long-term Debt: | ||||||
Basis spread on variable rate (percentage) | 2.00% | |||||
Time Warner Cable [Member] | 5.850% Senior Notes Due May 1, 2017 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | 2,000 | 2,000 | ||||
Accreted value | 2,007 | 2,028 | ||||
Principal amount, current portion | (2,000) | (2,000) | ||||
Accreted value, current portion | $ (2,007) | (2,028) | ||||
Stated interest rate (percentage) | 5.85% | 5.85% | ||||
Time Warner Cable [Member] | 6.750% Senior Notes Due July 1, 2018 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 2,000 | 2,000 | ||||
Accreted value | $ 2,113 | 2,135 | ||||
Stated interest rate (percentage) | 6.75% | 6.75% | ||||
Time Warner Cable [Member] | 8.750% Senior Notes Due February 14, 2019 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 1,250 | 1,250 | ||||
Accreted value | $ 1,393 | 1,412 | ||||
Stated interest rate (percentage) | 8.75% | 8.75% | ||||
Time Warner Cable [Member] | 8.250% Senior Notes Due April 1, 2019 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 2,000 | 2,000 | ||||
Accreted value | $ 2,235 | 2,264 | ||||
Stated interest rate (percentage) | 8.25% | 8.25% | ||||
Time Warner Cable [Member] | 5.000% Senior Notes Due February 1, 2020 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 1,500 | 1,500 | ||||
Accreted value | $ 1,606 | 1,615 | ||||
Stated interest rate (percentage) | 5.00% | 5.00% | ||||
Time Warner Cable [Member] | 4.125% Senior Notes Due February 15, 2021 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 700 | 700 | ||||
Accreted value | $ 737 | 739 | ||||
Stated interest rate (percentage) | 4.125% | 4.125% | ||||
Time Warner Cable [Member] | 4.000% Senior Notes Due September 1, 2021 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 1,000 | 1,000 | ||||
Accreted value | $ 1,053 | 1,056 | ||||
Stated interest rate (percentage) | 4.00% | 4.00% | ||||
Time Warner Cable [Member] | 5.750% Sterling Senior Notes Due June 2, 2031 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | £ 625 | $ 783 | 770 | |||
Accreted value | $ 848 | 834 | ||||
Stated interest rate (percentage) | 5.75% | 5.75% | ||||
Time Warner Cable [Member] | 6.550% Senior Debentures Due May 1, 2037 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 1,500 | 1,500 | ||||
Accreted value | $ 1,690 | 1,691 | ||||
Stated interest rate (percentage) | 6.55% | 6.55% | ||||
Time Warner Cable [Member] | 7.300% Senior Debentures Due July 1, 2038 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 1,500 | 1,500 | ||||
Accreted value | $ 1,793 | 1,795 | ||||
Stated interest rate (percentage) | 7.30% | 7.30% | ||||
Time Warner Cable [Member] | 6.750% Senior Debentures Due June 15, 2039 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 1,500 | 1,500 | ||||
Accreted value | $ 1,728 | 1,730 | ||||
Stated interest rate (percentage) | 6.75% | 6.75% | ||||
Time Warner Cable [Member] | 5.875% Senior Debentures Due November 15, 2040 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 1,200 | 1,200 | ||||
Accreted value | $ 1,259 | 1,259 | ||||
Stated interest rate (percentage) | 5.875% | 5.875% | ||||
Time Warner Cable [Member] | 5.500% Senior Debentures Due September 1, 2041 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 1,250 | 1,250 | ||||
Accreted value | $ 1,258 | 1,258 | ||||
Stated interest rate (percentage) | 5.50% | 5.50% | ||||
Time Warner Cable [Member] | 5.250% Sterling Senior Notes Due July 15, 2042 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | £ 650 | $ 815 | 800 | |||
Accreted value | $ 784 | 771 | ||||
Stated interest rate (percentage) | 5.25% | 5.25% | ||||
Time Warner Cable [Member] | 4.500% Senior Debentures Due September 15, 2042 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 1,250 | 1,250 | ||||
Accreted value | $ 1,136 | 1,135 | ||||
Stated interest rate (percentage) | 4.50% | 4.50% | ||||
Time Warner Cable Enterprises [Member] | 8.375% Senior Debentures Due March 15, 2023 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 1,000 | 1,000 | ||||
Accreted value | $ 1,263 | 1,273 | ||||
Stated interest rate (percentage) | 8.375% | 8.375% | ||||
Time Warner Cable Enterprises [Member] | 8.375% Senior Debentures Due July 15, 2033 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 1,000 | 1,000 | ||||
Accreted value | $ 1,321 | $ 1,324 | ||||
Stated interest rate (percentage) | 8.375% | 8.375% | ||||
Minimum [Member] | CCO Holdings [Member] | 5.125% Senior Notes Due May 1, 2027 [Member] | ||||||
Long-term Debt: | ||||||
Debt instrument redemption price percentage | 100.00% | |||||
Subsequent Event [Member] | CCO Holdings [Member] | 5.125% Senior Notes Due May 1, 2027 issued in April 2017 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 1,250 | |||||
Stated interest rate (percentage) | 5.125% | |||||
Debt instrument issue price percentage (percentage) | 100.50% | |||||
Subsequent Event [Member] | Charter Operating [Member] | 5.375% Senior Notes Due May 1, 2047 [Member] | ||||||
Long-term Debt: | ||||||
Principal amount | $ 1,250 | |||||
Stated interest rate (percentage) | 5.375% | |||||
Redemption premium percent upon a change in control (percentage) | 99.968% |
Loans Receivable (Payable) - 41
Loans Receivable (Payable) - Related Party (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Related Party Transactions: | ||
LOANS PAYABLE - RELATED PARTY | $ 833 | $ 640 |
Basis spread on variable rate (percentage) | 1.75% | |
Charter Holdco [Member] | ||
Related Party Transactions: | ||
LOANS PAYABLE - RELATED PARTY | $ 655 | $ 640 |
Charter [Member] | ||
Related Party Transactions: | ||
LOANS PAYABLE - RELATED PARTY | $ 178 |
Accounting for Derivative Ins42
Accounting for Derivative Instruments and Hedging Activities (Details) £ in Millions, $ in Millions | 3 Months Ended | ||||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2017GBP (£) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Derivatives: | |||||
Unrealized loss on interest rate derivatives included in accumulated other comprehensive loss | $ (4) | $ (5) | |||
Gain (loss) on financial instruments, net: | |||||
Change in fair value of interest rate derivative instruments | $ 2 | $ (3) | |||
Change in fair value of cross-currency derivative instruments | 65 | 0 | |||
Remeasurement of Sterling Notes to U.S. dollars | (28) | 0 | |||
Loss reclassified from accumulated other comprehensive loss due to discontinuance of hedge accounting | (1) | (2) | |||
Gain (loss) on financial instruments, net | $ 38 | $ (5) | |||
Accrued Interest [Member] | |||||
Derivatives: | |||||
Liability position interest rate derivative instruments | 3 | 5 | |||
Other Long-Term Liabilities [Member] | |||||
Derivatives: | |||||
Liability position cross-currency derivative instruments | 186 | 251 | |||
Interest Rate Swap [Member] | |||||
Derivatives: | |||||
Notional amount | $ 850 | $ 850 | |||
Cross Currency Derivatives [Member] | |||||
Derivatives: | |||||
Notional amount | £ | £ 1,275 | ||||
Collateral holiday agreement, percentage of position covered | 80.00% | 80.00% | |||
Collateral holiday agreement, term | 3 years |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Fair Value Measurements: | |||
Maximum amount allowed to be invested in any single financial instrument (money market funds) per investment policy | $ 250 | $ 250 | |
Debt, carrying value | 62,844 | 61,747 | |
Asset impairment charges | 0 | $ 0 | |
Senior Notes and Debentures [Member] | |||
Fair Value Measurements: | |||
Debt, fair value | 56,657 | 55,203 | |
Debt, carrying value | 54,075 | 52,933 | |
Credit Facilities [Member] | |||
Fair Value Measurements: | |||
Debt, fair value | 8,889 | 8,943 | |
Debt, carrying value | 8,769 | 8,814 | |
Level 1 [Member] | |||
Fair Value Measurements: | |||
Money market funds | 2,257 | 1,003 | |
Level 2 [Member] | |||
Fair Value Measurements: | |||
Money market funds | $ 0 | $ 0 | |
Interest Rate Derivatives [Member] | |||
Fair Value Measurements: | |||
Weighted average pay rate for interest rate derivative instruments (percentage) | 1.59% | 1.59% | |
Interest Rate Derivatives [Member] | Level 1 [Member] | |||
Fair Value Measurements: | |||
Liability position derivative instruments, fair value | $ 0 | $ 0 | |
Interest Rate Derivatives [Member] | Level 2 [Member] | |||
Fair Value Measurements: | |||
Liability position derivative instruments, fair value | 3 | 5 | |
Cross Currency Derivatives [Member] | Level 1 [Member] | |||
Fair Value Measurements: | |||
Liability position derivative instruments, fair value | 0 | 0 | |
Cross Currency Derivatives [Member] | Level 2 [Member] | |||
Fair Value Measurements: | |||
Liability position derivative instruments, fair value | $ 186 | $ 251 |
Operating Costs and Expenses (D
Operating Costs and Expenses (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating Costs and Expenses [Abstract] | ||
Programming | $ 2,604 | $ 703 |
Regulatory, connectivity and produced content | 498 | 112 |
Costs to service customers | 1,815 | 421 |
Marketing | 582 | 165 |
Transition costs | 51 | 21 |
Other | 1,034 | 249 |
Operating costs and expenses (exclusive of items shown separately in the consolidated statements of operations) | $ 6,584 | $ 1,671 |
Other Operating Expenses, Net45
Other Operating Expenses, Net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Other Operating Expenses, Net [Abstract] | ||
Merger and restructuring costs | $ 95 | $ 14 |
Special charges, net | 2 | 4 |
(Gain) loss on sale of assets, net | (3) | 0 |
Other operating expenses, net | 94 | $ 18 |
Merger And Restructuring Costs [Roll Forward] | ||
Accrued merger and restructuring costs, beginning of period | 276 | |
Costs incurred | 78 | |
Cash paid | (114) | |
Accrued merger and restructuring costs, end of period | 240 | |
Stock compensation expense recognized in merger costs | 17 | |
Employee Retention Costs [Member] | ||
Merger And Restructuring Costs [Roll Forward] | ||
Accrued merger and restructuring costs, beginning of period | 7 | |
Costs incurred | 3 | |
Cash paid | 0 | |
Accrued merger and restructuring costs, end of period | 10 | |
Employee Termination Costs [Member] | ||
Merger And Restructuring Costs [Roll Forward] | ||
Accrued merger and restructuring costs, beginning of period | 244 | |
Costs incurred | 61 | |
Cash paid | (100) | |
Accrued merger and restructuring costs, end of period | 205 | |
Transaction and Advisory Costs [Member] | ||
Merger And Restructuring Costs [Roll Forward] | ||
Accrued merger and restructuring costs, beginning of period | 25 | |
Costs incurred | 2 | |
Cash paid | (2) | |
Accrued merger and restructuring costs, end of period | 25 | |
Other Costs [Member] | ||
Merger And Restructuring Costs [Roll Forward] | ||
Accrued merger and restructuring costs, beginning of period | 0 | |
Costs incurred | 12 | |
Cash paid | (12) | |
Accrued merger and restructuring costs, end of period | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Income Taxes [Abstract] | |||
Income tax expense | $ (19) | $ 0 | |
Unrecognized Tax Benefits | $ 158 | $ 159 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 4 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | |
Related Party Transactions: | |||
Minority Interest Decrease From Redemptions Purchase Price | $ 27 | $ 245 | |
Dr. John Malone's voting interest in Liberty Interactive Corp. (percentage) | 36.40% | 36.40% | |
Liberty Interactive Corp.'s ownership percentage in HSN, Inc. (percentage) | 38.30% | 38.30% | |
Percent of board members Liberty Interactive Corp. can elect to HSN Inc.'s board (percentage) | 20.00% | 20.00% | |
Cash payments received from HSN, Inc. and QVC, Inc. | $ 17 | $ 4 | |
Dr. John Malone's ownership percentage in Discovery Communications, Inc. (percentage) | 5.20% | 5.20% | |
Dr. John Malone's voting interest in Discovery Communications, Inc. for election of directors (percentage) | 28.70% | 28.70% | |
Advance Newhouse Programming Partnership's ownership percentage in Series A preferred stock of Discovery Communications, Inc. (percentage) | 100.00% | 100.00% | |
Advance Newhouse Programming Partnership's ownership percentage in Series C preferred stock of Discovery Communications, Inc. (percentage) | 100.00% | 100.00% | |
Advance Newhouse Programming Partnership's ownership percentage in Discovery (percentage) | 34.00% | 34.00% | |
Dr. John Malone's ownership percentage in Starz (percentage) | 5.90% | 5.90% | |
Dr. John Malone's voting interest in Starz (percentage) | 8.10% | 8.10% | |
Maximum [Member] | |||
Related Party Transactions: | |||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | $ 537 | ||
Percent of total operating costs and expenses paid to Discovery Communications, Inc. and Starz (percentage) | 3.00% | 3.00% | |
Equity Method Investee [Member] | |||
Related Party Transactions: | |||
Payments to related parties | $ 68 | $ 4 | |
Revenue from related parties | $ 2 |
Contingencies (Details)
Contingencies (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Commitments and Contingencies [Abstract] | |
Loss Contingency, Damages Sought, Value | $ 140 |
Stock Compensation Plans (Detai
Stock Compensation Plans (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock Compensation Plans: | ||
Stock compensation expense | $ 69 | |
Stock compensation expense recognized in merger costs | $ 17 | |
Stock Option [Member] | ||
Stock Compensation Plans: | ||
Stock options granted in period (shares) | 1,102,620 | 879,606 |
Unrecognized compensation cost | $ 304 | |
Remaining period over which to recognize unrecognized compensation expense | 3 years | |
Restricted Stock [Member] | ||
Stock Compensation Plans: | ||
Awards other than stock options granted in period (shares) | 0 | 0 |
Unrecognized compensation cost | $ 0.2 | |
Remaining period over which to recognize unrecognized compensation expense | 1 month | |
Restricted Stock Units [Member] | ||
Stock Compensation Plans: | ||
Awards other than stock options granted in period (shares) | 268,194 | 248,384 |
Unrecognized compensation cost | $ 300 | |
Remaining period over which to recognize unrecognized compensation expense | 3 years | |
Minimum [Member] | Restricted Stock [Member] | ||
Stock Compensation Plans: | ||
Award vesting period | 1 year | |
Legacy Charter Awards [Member] | Stock Option [Member] | ||
Stock Compensation Plans: | ||
Award expiration period | 10 years | |
Legacy Charter Awards [Member] | Maximum [Member] | Stock Option [Member] | ||
Stock Compensation Plans: | ||
Award vesting period | 3 years | |
Legacy Charter Awards [Member] | Maximum [Member] | Restricted Stock Units [Member] | ||
Stock Compensation Plans: | ||
Award vesting period | 3 years | |
Legacy TWC Awards Converted May 2016 [Member] | Stock Option [Member] | ||
Stock Compensation Plans: | ||
Award vesting period | 4 years | |
Award expiration period | 10 years | |
Legacy TWC Awards Converted May 2016 [Member] | Restricted Stock Units [Member] | ||
Stock Compensation Plans: | ||
Award vesting percentage | 50.00% |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Net periodic pension benefit: | |
Interest cost | $ 34 |
Expected return on plan assets | (47) |
Net periodic pension cost (benefit) | $ (13) |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||||
Cash and cash equivalents | $ 2,740 | $ 1,324 | $ 1,272 | $ 5 |
Accounts receivable, net | 1,251 | 1,387 | ||
Receivables from related party | 0 | 0 | ||
Prepaid expenses and other current assets | 385 | 300 | ||
Total current assets | 4,376 | 3,011 | ||
INVESTMENT IN CABLE PROPERTIES: | ||||
Property, plant and equipment, net | 32,459 | 32,718 | ||
Franchises | 67,316 | 67,316 | ||
Customer relationships, net | 13,904 | 14,608 | ||
Goodwill | 29,526 | 29,509 | ||
Total investment in cable properties, net | 143,205 | 144,151 | ||
INVESTMENT IN SUBSIDIARIES | 0 | 0 | ||
LOANS RECEIVABLE - RELATED PARTY | 0 | 0 | ||
OTHER NONCURRENT ASSETS | 1,118 | 1,157 | ||
Total assets | 148,699 | 148,319 | ||
CURRENT LIABILITIES: | ||||
Accounts payable and accrued liabilities | 6,697 | 6,897 | ||
Payables to related party | 591 | 621 | ||
Current portion of long-term debt | 2,007 | 2,028 | ||
Total current liabilities | 9,295 | 9,546 | ||
LONG-TERM DEBT | 60,837 | 59,719 | ||
LOANS PAYABLE - RELATED PARTY | 833 | 640 | ||
DEFERRED INCOME TAXES | 39 | 25 | ||
OTHER LONG-TERM LIABILITIES | 2,368 | 2,526 | ||
SHAREHOLDERS'/MEMBER'S EQUITY | ||||
Controlling interest | 75,302 | 75,838 | ||
Noncontrolling interests | 25 | 25 | ||
Total shareholders'/member's equity | 75,327 | 75,863 | ||
Total liabilities and member's equity | 148,699 | 148,319 | ||
Eliminations [Member] | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net | 0 | 0 | ||
Receivables from related party | (48) | (62) | ||
Prepaid expenses and other current assets | 0 | 0 | ||
Total current assets | (48) | (62) | ||
INVESTMENT IN CABLE PROPERTIES: | ||||
Property, plant and equipment, net | 0 | 0 | ||
Franchises | 0 | 0 | ||
Customer relationships, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Total investment in cable properties, net | 0 | 0 | ||
INVESTMENT IN SUBSIDIARIES | (88,568) | (88,760) | ||
LOANS RECEIVABLE - RELATED PARTY | (511) | (494) | ||
OTHER NONCURRENT ASSETS | 0 | 0 | ||
Total assets | (89,127) | (89,316) | ||
CURRENT LIABILITIES: | ||||
Accounts payable and accrued liabilities | 0 | 0 | ||
Payables to related party | (48) | (62) | ||
Current portion of long-term debt | 0 | 0 | ||
Total current liabilities | (48) | (62) | ||
LONG-TERM DEBT | 0 | 0 | ||
LOANS PAYABLE - RELATED PARTY | (511) | (494) | ||
DEFERRED INCOME TAXES | 0 | 0 | ||
OTHER LONG-TERM LIABILITIES | 0 | 0 | ||
SHAREHOLDERS'/MEMBER'S EQUITY | ||||
Controlling interest | (88,568) | (88,760) | ||
Noncontrolling interests | 0 | 0 | ||
Total shareholders'/member's equity | (88,568) | (88,760) | ||
Total liabilities and member's equity | (89,127) | (89,316) | ||
CCO Holdings [Member] | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 872 | 0 | 1,211 | 0 |
Accounts receivable, net | 0 | 0 | ||
Receivables from related party | 48 | 62 | ||
Prepaid expenses and other current assets | 0 | 0 | ||
Total current assets | 920 | 62 | ||
INVESTMENT IN CABLE PROPERTIES: | ||||
Property, plant and equipment, net | 0 | 0 | ||
Franchises | 0 | 0 | ||
Customer relationships, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Total investment in cable properties, net | 0 | 0 | ||
INVESTMENT IN SUBSIDIARIES | 88,568 | 88,760 | ||
LOANS RECEIVABLE - RELATED PARTY | 511 | 494 | ||
OTHER NONCURRENT ASSETS | 0 | 0 | ||
Total assets | 89,999 | 89,316 | ||
CURRENT LIABILITIES: | ||||
Accounts payable and accrued liabilities | 205 | 219 | ||
Payables to related party | 0 | 0 | ||
Current portion of long-term debt | 0 | 0 | ||
Total current liabilities | 205 | 219 | ||
LONG-TERM DEBT | 14,492 | 13,259 | ||
LOANS PAYABLE - RELATED PARTY | 0 | 0 | ||
DEFERRED INCOME TAXES | 0 | 0 | ||
OTHER LONG-TERM LIABILITIES | 0 | 0 | ||
SHAREHOLDERS'/MEMBER'S EQUITY | ||||
Controlling interest | 75,302 | 75,838 | ||
Noncontrolling interests | 0 | 0 | ||
Total shareholders'/member's equity | 75,302 | 75,838 | ||
Total liabilities and member's equity | 89,999 | 89,316 | ||
Charter Operating and Restricted Subsidiaries [Member] | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 1,868 | 1,324 | $ 61 | $ 5 |
Accounts receivable, net | 1,251 | 1,387 | ||
Receivables from related party | 0 | 0 | ||
Prepaid expenses and other current assets | 385 | 300 | ||
Total current assets | 3,504 | 3,011 | ||
INVESTMENT IN CABLE PROPERTIES: | ||||
Property, plant and equipment, net | 32,459 | 32,718 | ||
Franchises | 67,316 | 67,316 | ||
Customer relationships, net | 13,904 | 14,608 | ||
Goodwill | 29,526 | 29,509 | ||
Total investment in cable properties, net | 143,205 | 144,151 | ||
INVESTMENT IN SUBSIDIARIES | 0 | 0 | ||
LOANS RECEIVABLE - RELATED PARTY | 0 | 0 | ||
OTHER NONCURRENT ASSETS | 1,118 | 1,157 | ||
Total assets | 147,827 | 148,319 | ||
CURRENT LIABILITIES: | ||||
Accounts payable and accrued liabilities | 6,492 | 6,678 | ||
Payables to related party | 639 | 683 | ||
Current portion of long-term debt | 2,007 | 2,028 | ||
Total current liabilities | 9,138 | 9,389 | ||
LONG-TERM DEBT | 46,345 | 46,460 | ||
LOANS PAYABLE - RELATED PARTY | 1,344 | 1,134 | ||
DEFERRED INCOME TAXES | 39 | 25 | ||
OTHER LONG-TERM LIABILITIES | 2,368 | 2,526 | ||
SHAREHOLDERS'/MEMBER'S EQUITY | ||||
Controlling interest | 88,568 | 88,760 | ||
Noncontrolling interests | 25 | 25 | ||
Total shareholders'/member's equity | 88,593 | 88,785 | ||
Total liabilities and member's equity | $ 147,827 | $ 148,319 |
Condensed Consolidating Stateme
Condensed Consolidating Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Consolidating Statements of Operations | ||
REVENUES | $ 10,164 | $ 2,530 |
COSTS AND EXPENSES: | ||
Operating costs and expenses (exclusive of items shown separately below) | 6,584 | 1,671 |
Depreciation and amortization | 2,548 | 539 |
Other operating expenses, net | 94 | 18 |
Total costs and expenses | 9,226 | 2,228 |
Income from operations | 938 | 302 |
OTHER INCOME (EXPENSES): | ||
Interest expense, net | (719) | (200) |
Loss on extinguishment of debt | (34) | 0 |
Gain (loss) on financial instruments, net | 38 | (5) |
Other income, net | 13 | 0 |
Equity in income (loss) of subsidiaries | 0 | 0 |
Total other income (expense) | (702) | (205) |
Income before income taxes | 236 | 97 |
Income tax expense | (19) | 0 |
Consolidated net income | 217 | 97 |
Eliminations [Member] | ||
Condensed Consolidating Statements of Operations | ||
REVENUES | 0 | 0 |
COSTS AND EXPENSES: | ||
Operating costs and expenses (exclusive of items shown separately below) | 0 | 0 |
Depreciation and amortization | 0 | 0 |
Other operating expenses, net | 0 | 0 |
Total costs and expenses | 0 | 0 |
Income from operations | 0 | 0 |
OTHER INCOME (EXPENSES): | ||
Interest expense, net | 0 | 0 |
Loss on extinguishment of debt | 0 | |
Gain (loss) on financial instruments, net | 0 | 0 |
Other income, net | 0 | |
Equity in income (loss) of subsidiaries | (440) | (262) |
Total other income (expense) | (440) | (262) |
Income before income taxes | (440) | (262) |
Income tax expense | 0 | 0 |
Consolidated net income | (440) | (262) |
CCO Holdings [Member] | ||
Condensed Consolidating Statements of Operations | ||
REVENUES | 0 | 0 |
COSTS AND EXPENSES: | ||
Operating costs and expenses (exclusive of items shown separately below) | 0 | 0 |
Depreciation and amortization | 0 | 0 |
Other operating expenses, net | 0 | 0 |
Total costs and expenses | 0 | 0 |
Income from operations | 0 | 0 |
OTHER INCOME (EXPENSES): | ||
Interest expense, net | (190) | (165) |
Loss on extinguishment of debt | (33) | |
Gain (loss) on financial instruments, net | 0 | 0 |
Other income, net | 0 | |
Equity in income (loss) of subsidiaries | 440 | 262 |
Total other income (expense) | 217 | 97 |
Income before income taxes | 217 | 97 |
Income tax expense | 0 | 0 |
Consolidated net income | 217 | 97 |
Charter Operating and Restricted Subsidiaries [Member] | ||
Condensed Consolidating Statements of Operations | ||
REVENUES | 10,164 | 2,530 |
COSTS AND EXPENSES: | ||
Operating costs and expenses (exclusive of items shown separately below) | 6,584 | 1,671 |
Depreciation and amortization | 2,548 | 539 |
Other operating expenses, net | 94 | 18 |
Total costs and expenses | 9,226 | 2,228 |
Income from operations | 938 | 302 |
OTHER INCOME (EXPENSES): | ||
Interest expense, net | (529) | (35) |
Loss on extinguishment of debt | (1) | |
Gain (loss) on financial instruments, net | 38 | (5) |
Other income, net | 13 | |
Equity in income (loss) of subsidiaries | 0 | 0 |
Total other income (expense) | (479) | (40) |
Income before income taxes | 459 | 262 |
Income tax expense | (19) | 0 |
Consolidated net income | $ 440 | $ 262 |
Condensed Consolidating State53
Condensed Consolidating Statements of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Consolidating Statements of Comprehensive Income (Loss) | ||
Consolidated net income | $ 217 | $ 97 |
Net impact of interest rate derivative instruments | 1 | 2 |
Consolidated comprehensive income | 218 | 99 |
Eliminations [Member] | ||
Condensed Consolidating Statements of Comprehensive Income (Loss) | ||
Consolidated net income | (440) | (262) |
Net impact of interest rate derivative instruments | (1) | (2) |
Consolidated comprehensive income | (441) | (264) |
CCO Holdings [Member] | ||
Condensed Consolidating Statements of Comprehensive Income (Loss) | ||
Consolidated net income | 217 | 97 |
Net impact of interest rate derivative instruments | 1 | 2 |
Consolidated comprehensive income | 218 | 99 |
Charter Operating and Restricted Subsidiaries [Member] | ||
Condensed Consolidating Statements of Comprehensive Income (Loss) | ||
Consolidated net income | 440 | 262 |
Net impact of interest rate derivative instruments | 1 | 2 |
Consolidated comprehensive income | $ 441 | $ 264 |
Condensed Consolidating State54
Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Consolidating Statements of Cash Flows | ||
Net cash flows from operating activities | $ 2,664 | $ 681 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (1,555) | (429) |
Change in accrued expenses related to capital expenditures | (150) | (56) |
Distributions from subsidiaries | 0 | 0 |
Other, net | (7) | (2) |
Net cash flows from investing activities | (1,712) | (487) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings of long-term debt | 4,640 | 2,139 |
Repayments of long-term debt | (3,475) | (727) |
Borrowings (repayments) loans payable - related parties | 178 | (308) |
Payments for debt issuance costs | (21) | (17) |
Distributions to parent | (856) | (14) |
Other, net | (2) | 0 |
Net cash flows from financing activities | 464 | 1,073 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 1,416 | 1,267 |
CASH AND CASH EQUIVALENTS, beginning of period | 1,324 | 5 |
CASH AND CASH EQUIVALENTS, end of period | 2,740 | 1,272 |
Eliminations [Member] | ||
Condensed Consolidating Statements of Cash Flows | ||
Net cash flows from operating activities | 0 | 0 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | 0 | 0 |
Change in accrued expenses related to capital expenditures | 0 | 0 |
Distributions from subsidiaries | (737) | (246) |
Other, net | 0 | 0 |
Net cash flows from investing activities | (737) | (246) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings of long-term debt | 0 | 0 |
Repayments of long-term debt | 0 | 0 |
Borrowings (repayments) loans payable - related parties | 0 | 0 |
Payments for debt issuance costs | 0 | 0 |
Distributions to parent | 737 | 246 |
Other, net | 0 | |
Net cash flows from financing activities | 737 | 246 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 0 | 0 |
CASH AND CASH EQUIVALENTS, beginning of period | 0 | 0 |
CASH AND CASH EQUIVALENTS, end of period | 0 | 0 |
CCO Holdings [Member] | ||
Condensed Consolidating Statements of Cash Flows | ||
Net cash flows from operating activities | (204) | (158) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | 0 | 0 |
Change in accrued expenses related to capital expenditures | 0 | 0 |
Distributions from subsidiaries | 737 | 246 |
Other, net | 0 | 0 |
Net cash flows from investing activities | 737 | 246 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings of long-term debt | 1,990 | 1,700 |
Repayments of long-term debt | (775) | 0 |
Borrowings (repayments) loans payable - related parties | 0 | (546) |
Payments for debt issuance costs | (20) | (17) |
Distributions to parent | (856) | (14) |
Other, net | 0 | |
Net cash flows from financing activities | 339 | 1,123 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 872 | 1,211 |
CASH AND CASH EQUIVALENTS, beginning of period | 0 | 0 |
CASH AND CASH EQUIVALENTS, end of period | 872 | 1,211 |
Charter Operating and Restricted Subsidiaries [Member] | ||
Condensed Consolidating Statements of Cash Flows | ||
Net cash flows from operating activities | 2,868 | 839 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (1,555) | (429) |
Change in accrued expenses related to capital expenditures | (150) | (56) |
Distributions from subsidiaries | 0 | 0 |
Other, net | (7) | (2) |
Net cash flows from investing activities | (1,712) | (487) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings of long-term debt | 2,650 | 439 |
Repayments of long-term debt | (2,700) | (727) |
Borrowings (repayments) loans payable - related parties | 178 | 238 |
Payments for debt issuance costs | (1) | 0 |
Distributions to parent | (737) | (246) |
Other, net | (2) | |
Net cash flows from financing activities | (612) | (296) |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 544 | 56 |
CASH AND CASH EQUIVALENTS, beginning of period | 1,324 | 5 |
CASH AND CASH EQUIVALENTS, end of period | $ 1,868 | $ 61 |
Recently Issued Accounting St55
Recently Issued Accounting Standards Recently Issued Accounting Standards (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Recently Issued Accounting Standards [Abstract] | |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 899 |