Bond Charter Communications Inc. 3.7% ( US161175BV50 ) in USD

Charter Communications Inc.

63.378 % ▼

United States

US161175BV50 ( in USD )

3.7% per year ( payment 2 times a year)

31/03/2051

Prospectus brochure of the bond Charter Communications Operating US161175BV50 en USD 3.7%, maturity 31/03/2051

2 000 USD

2 050 000 000 USD

161175BV5

BBB- ( Lower medium grade - Investment-grade )

Ba1 ( Non-investment grade speculative )

01/10/2026 ( In 146 days )

Charter Communications operates through its Spectrum brand, providing broadband internet access, video, and voice services to residential and business customers in numerous US states.

The Bond issued by Charter Communications Inc. ( United States ) , in USD, with the ISIN code US161175BV50, pays a coupon of 3.7% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/03/2051

The Bond issued by Charter Communications Inc. ( United States ) , in USD, with the ISIN code US161175BV50, was rated Ba1 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by Charter Communications Inc. ( United States ) , in USD, with the ISIN code US161175BV50, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2 1 a2241100z424b2.htm 424B2
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TABLE OF CONTENTS PROSPECTUS SUPPLEMENT
TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Title Of Each Class Of Securities To Be
Amount To Be
Offering Price Per
Aggregate Offering
Amount Of
Registered

Registered

Unit

Price

Registration Fee(1)

3.700% Senior Secured Notes due
2051

$1,400,000,000

99.217%

$1,389,038,000

$180,297

Guarantees of 3.700% Senior Secured
Notes due 2050

N/A

N/A

N/A

--

2.800% Senior Secured Notes due
2031

$1,600,000,000

99.561%

$1,592,976,000

$206,768

Guarantees of 2.800% Senior Secured
Notes due 2031

N/A

N/A

N/A

--

Total

$3,000,000,000

--

$2,982,014,000

$387,065

(1)
The registration fee, calculated in accordance with Rule 457(r), is being transmitted to the SEC on a deferred basis pursuant to Rule 456(b).
Pursuant to Rule 457(n), no registration fee is payable with respect to the guarantees.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Nos: 333-222241-02 to 333-222241-32,
333-222241-41, 333-222241-47,
333-222241-80,
333-222241-85, 333-222241-86, 333-222241-88 to 333-222241-93,
333-222241-95 to 333-222241-98,
333-222241-100 to 333-222241-106,
333-222241-108,
333-222241-110 to 333-222241-120,
333-222241-152,
333-222241-171,
333-222241-174, 333-222241-179,
333-222241-181,
333-222241-185, 333-222241-187,
333-222241-189,
333-222241-191 to 333-222241-194
333-222241-196,
333-222241-198 to 333-222241-202,
333-222241-208, 333-222241-210,
333-222241-211,
333-222241-213 to 333-222241-216,
333-222241-219,
333-222241-223, 333-222241-225,
333-222241-228 to 333-222241-231,
333-222241-233,
333-222241-235 to 333-222241-240,
333-222241-244 to 333-222241-248
PROSPECTUS SUPPLEMENT
(to Prospectus dated December 22, 2017)
$3,000,000,000
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Charter Communications Operating, LLC
Charter Communications Operating Capital Corp.
$1,600,000,000 2.800% Senior Secured Notes due 2031
$1,400,000,000 3.700% Senior Secured Notes due 2051
Charter Communications Operating, LLC, a Delaware limited liability company ("CCO"), and Charter Communications Operating Capital Corp., a Delaware corporation ("CCO Capital"
and, together with CCO, the "Issuers"), are offering $1,600,000,000 aggregate principal amount of 2.800% Senior Secured Notes due 2031 (the "2031 Notes") and $1,400,000,000 aggregate
principal amount of 3.700% Senior Secured Notes due 2051 (the "2051 Notes" and, together with the 2031 Notes, the "Notes"). The 2031 Notes will mature on Apil 1, 2031, and the 2051
Notes will mature on Apil 1, 2051. The Issuers will pay interest on the Notes on each Apil 1 and October 1, commencing October 1, 2020.
The Issuers may redeem some or all of the 2031 Notes at any time prior to January 1, 2031 at a price equal to 100% of the principal amount of the 2031 Notes redeemed, plus accrued
and unpaid interest, if any, to the redemption date and a "make-whole" premium, as described in this prospectus supplement. The Issuers may redeem some or all of the 2031 Notes at any
time on or after January 1, 2031 at a price equal to 100% of the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date, as
described in this prospectus supplement. There is no sinking fund for the 2031 Notes.
The Issuers may redeem some or all of the 2051 Notes at any time prior to October 1, 2050 at a price equal to 100% of the principal amount of the 2051 Notes redeemed, plus accrued
and unpaid interest, if any, to the redemption date and a "make-whole" premium, as described in this prospectus supplement. The Issuers may redeem some or all of the 2051 Notes at any
time on or after October 1, 2050 at a price equal to 100% of the principal amount of the 2051 Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date, as
described in this prospectus supplement. There is no sinking fund for the 2051 Notes.
The Notes will be the Issuers' senior secured obligations and will rank equally in right of payment with all of the Issuers' existing and future senior debt. The Notes will be effectively
senior to the Issuers' unsecured debt to the extent of the value of the assets securing the Notes and structurally subordinated to the debt and other liabilities of the Issuers' subsidiaries that do
not guarantee the Notes. The Notes will be guaranteed (i) on a senior secured basis by all of the subsidiaries of CCO and CCO Capital that guarantee the obligations of CCO under the Credit
Agreement (as defined herein) (such subsidiaries, the "Subsidiary Guarantors") and (ii) on a senior unsecured basis by CCO Holdings, LLC, a Delaware limited liability company ("CCO
Holdings"). The Notes and the guarantees will be secured by a pari passu, first priority security interest, subject to permitted liens, in the Issuers' and the Subsidiary Guarantors' assets that
secure obligations under the Credit Agreement, the Existing TWC Notes and the Existing Secured Notes (each as defined below under "Certain Definitions").
This prospectus supplement includes additional information about the terms of the Notes, including optional redemption prices and covenants.
See "Risk Factors," which begins on page S-11 of this prospectus supplement and page 4 of the accompanying prospectus, for a
discussion of certain of the risks you should consider before investing in the Notes.

Per 2031 Note

Total

Per 2051 Note

Total

Public offering price

99.561%(1)

$1,592,976,000(1)

99.217%(1)

$1,389,038,000(1)

Underwriting discount

0.634%(2)

$10,099,468

0.634%(2)

$8,806,501

Estimated proceeds to us, before expenses

98.930%(1)

$1,582,876,532(1)

98.588%(1)

$1,380,231,499(1)

(1)
Plus accrued interest from April 17, 2020, if settlement occurs after that date.
(2)
Expressed as a percentage of public offering price.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The Issuers expect that delivery of the Notes will be made in New York, New York on or about April 17, 2020.
Joint Book-Running Managers
BofA Securities

J.P. Morgan

Morgan Stanley
Deutsche Bank Securities

Citigroup

Credit Suisse
Goldman Sachs & Co. LLC
Mizuho Securities
MUFG
RBC Capital Markets

TD Securities

Wells Fargo Securities
Co-Managers
Barclays

BNP PARIBAS

Scotiabank
SMBC Nikko

SunTrust Robinson Humphrey
Credit Agricole CIB
US Bancorp

LionTree

Academy Securities
Loop Capital Markets
MFR Securities, Inc.

Ramirez & Co., Inc.

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The date of this prospectus supplement is April 14, 2020.
Table of Contents
You should rely only on the information contained in this prospectus supplement. Neither we nor the underwriters have authorized anyone
to provide you with any information or represent anything about the Issuers, their financial results or this offering that is not contained in this
prospectus supplement and the accompanying prospectus. If given or made, any such other information or representation should not be relied
upon as having been authorized by us or the underwriters. We are not, and the underwriters are not, making an offer to sell these securities in
any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus supplement
is accurate as of any date other than the date on the front cover of this prospectus supplement.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
ABOUT THIS PROSPECTUS SUPPLEMENT

S-i
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

S-ii
INDUSTRY AND MARKET DATA
S-iv
INCORPORATION BY REFERENCE; ADDITIONAL INFORMATION

S-v
CERTAIN DEFINITIONS
S-vi
SUMMARY

S-1
RISK FACTORS
S-11
USE OF PROCEEDS
S-21
CAPITALIZATION
S-22
SELECTED CONSOLIDATED FINANCIAL DATA
S-25
DESCRIPTION OF CERTAIN INDEBTEDNESS
S-26
DESCRIPTION OF NOTES
S-31
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
S-60
UNDERWRITING
S-65
LEGAL MATTERS
S-70
EXPERTS
S-71
WHERE YOU CAN FIND MORE INFORMATION
S-72
PROSPECTUS
ABOUT THIS PROSPECTUS

ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
iii
WHERE YOU CAN FIND ADDITIONAL INFORMATION

v
INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS
vi
PROSPECTUS SUMMARY

1
RATIO OF EARNINGS TO FIXED CHARGES

3
RISK FACTORS

4
USE OF PROCEEDS

4
PLAN OF DISTRIBUTION

4
EXPERTS

5
LEGAL MATTERS

6
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of the Notes and certain other matters
relating to us and our financial condition. The second part, the accompanying prospectus, gives more general information about securities we, Charter
Communications, Inc. ("Charter"), our indirect parent company, or other subsidiaries of Charter may offer from time to time, some of which may not
apply to the Notes. You should read this prospectus supplement along with the accompanying prospectus, as well as the documents incorporated by
reference. If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the
information in this prospectus supplement.
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S-i
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") regarding, among other things, our plans,
strategies and prospects, both business and financial. Although we believe that our plans, intentions and expectations as reflected in or suggested by
these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-
looking statements are inherently subject to risks, uncertainties and assumptions, including, without limitation, the factors described in the sections
entitled "Risk Factors" in this prospectus supplement and the accompanying prospectus and in the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus, including CCO Holdings' annual report on Form 10-K for the year ended December 31, 2019
(the "annual report"). Many of the forward-looking statements contained in this prospectus supplement and the accompanying prospectus may be
identified by the use of forward-looking words such as "believe," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated,"
"aim," "on track," "target," "opportunity," "tentative," "positioning," "designed," "create," "predict," "project," "initiatives," "seek," "would," "could,"
"continue," "ongoing," "upside," "increases," "focused on" and "potential," among others. Important factors that could cause actual results to differ
materially from the forward-looking statements we make in this prospectus supplement are set forth in this prospectus supplement and the
accompanying prospectus, in the annual report, in the documents incorporated by reference herein and in the other periodic reports and other reports or
documents that CCO Holdings files from time to time with the SEC, and include, but are not limited to:
·
our ability to sustain and grow revenues and cash flow from operations by offering video, Internet, voice, mobile, advertising and other
services to residential and commercial customers, to adequately meet the customer experience demands in our service areas and to
maintain and grow our customer base, particularly in the face of increasingly aggressive competition, the need for innovation and the
related capital expenditures;
·
the impact of competition from other market participants, including but not limited to incumbent telephone companies, direct broadcast
satellite ("DBS") operators, wireless broadband and telephone providers, digital subscriber line ("DSL") providers, fiber to the home
providers and providers of video content over broadband Internet connections;
·
our ability to obtain programming at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher programming
costs (including retransmission consents);
·
our ability to develop and deploy new products and technologies including mobile products and any other consumer services and service
platforms;
·
any events that disrupt our networks, information systems or properties and impair our operating activities or our reputation;
·
the effects of governmental regulation on our business including costs, disruptions and possible limitations on operating flexibility
related to, and our ability to comply with, regulatory conditions applicable to us as a result of the Time Warner Cable Inc. and Bright
House Networks, LLC transactions;
·
general business conditions, economic uncertainty or downturn, unemployment levels and the level of activity in the housing sector;
·
the ability to retain and hire key personnel;
S-ii
Table of Contents
·
the availability and access, in general, of funds to meet our debt obligations prior to or when they become due and to fund our operations
and necessary capital expenditures, either through (i) cash on hand, (ii) free cash flow, or (iii) access to the capital or credit markets; and
·
our ability to comply with all covenants in our indentures and credit facilities, any violation of which, if not cured in a timely manner,
could trigger a default of our other obligations under cross-default provisions.
All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary
statement. We are under no duty or obligation to update any of the forward-looking statements after the date of this prospectus supplement.
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S-iii
Table of Contents
INDUSTRY AND MARKET DATA
In this prospectus supplement, we rely on and refer to information and statistics regarding our industry. We obtained this market data from
independent industry publications or other publicly available information. Although we believe that these sources are reliable, we and the underwriters
have not independently verified and do not guarantee the accuracy and completeness of this information.
S-iv
Table of Contents
INCORPORATION BY REFERENCE; ADDITIONAL INFORMATION
CCO Holdings files annual, quarterly, special reports and other information with the SEC. The Issuers are incorporating by reference certain
information of CCO Holdings filed with the SEC, which means that the Issuers disclose important information to you by referring you to those
documents. The information incorporated by reference is an important part of this prospectus supplement, and information that we file later with the
SEC will automatically update and supersede this information. Specifically, we incorporate by reference the documents listed below and any future
filings of CCO Holdings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished but not
filed) prior to the termination of this offering (collectively, the "SEC Reports"):
·
CCO Holdings' Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 7, 2020 (the
"Annual Report"); and
·
CCO Holdings' Current Reports on Form 8-K filed with the SEC on February 21, 2020, March 23, 2020 and April 14, 2020
The information in the above filings speaks only as of the respective dates thereof or, where applicable, the dates identified therein. Any statement
contained in a document incorporated or deemed to be incorporated by reference into this prospectus supplement and the accompanying prospectus will
be deemed to be modified or superseded for purposes of this prospectus supplement and the accompanying prospectus to the extent that a statement
contained in the prospectus, this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference into
this prospectus supplement and the accompanying prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be
deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the accompanying prospectus.
You may read and copy any document that we file with the SEC at the SEC's website at www.sec.gov. You may also obtain a copy of these filings
at no cost by writing to or telephoning us at the following address:
Charter Communications, Inc.
400 Atlantic Street
Stamford, Connecticut 06901
Attention: Investor Relations
Telephone: (203) 905-7801
In reliance on Rule 12h-5 under the Exchange Act, the Issuers do not intend to file annual reports, quarterly reports, current reports or transition
reports with the SEC. For so long as the Issuers rely on Rule 12h-5, certain financial information pertaining to the Issuers will be included in the
financial statements of CCO Holdings filed with the SEC pursuant to the Exchange Act.
S-v
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CERTAIN DEFINITIONS
When used in this prospectus supplement (other than the section "Description of Notes"), the following capitalized terms have the meanings set
forth below:
"Bright House" means Bright House Networks, LLC, a Delaware limited liability company.
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"CCO" means Charter Communications Operating, LLC, a Delaware limited liability company.
"CCO Capital" means Charter Communications Operating Capital Corp., a Delaware corporation.
"CCO Holdings" means CCO Holdings, LLC, a Delaware limited liability company.
"CCO Holdings Capital" means CCO Holdings Capital Corp., a Delaware corporation.
"Charter" means Charter Communications, Inc., a Delaware corporation.
"Charter Holdco" means Charter Communications Holding Company, LLC, a Delaware limited liability company.
"Charter Holdings" means Charter Communications Holdings, LLC, a Delaware limited liability company.
"Collateral" means all property and assets, whether now owned or hereafter acquired, in which liens are, from time to time, purported to be
granted to secure obligations in respect of the Notes pursuant to the security documents.
"Credit Agreement" means the Credit Agreement, dated as of March 18, 1999, as amended and restated as of April 26, 2019, and as amended as of
October 24, 2019 among CCO Holdings, CCO, the lenders party thereto, Bank of America, N.A., as administrative agent, and the other parties thereto
together with the related documents thereto (including any term loans and revolving loans thereunder, any guarantees and security documents), as
further amended, amended and restated, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as
to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing indebtedness
incurred to refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit
Agreement or a successor Credit Agreement, whether by the same or any other lender or group of lenders.
"Equally and Ratably Secured Indebtedness" means obligations under the Credit Agreement, the Existing Secured Notes and the Existing TWC
Notes and any other outstanding (now or in the future) indebtedness that has a pari passu lien on the collateral securing the obligations under the Credit
Agreement, the Existing Secured Notes and the Existing TWC Notes, the holders of which indebtedness are subject to an intercreditor agreement.
"Existing Secured Notes" means the previously issued secured debt securities of the Issuers outstanding on the date hereof.
"Existing TWC Notes" means: (i) TWC's 5.000% notes due 2020, (ii) TWC's 4.125% notes due 2021, (iii) TWC's 4.000% notes due 2021,
(iv) TWC's 5.750% notes due 2031, (v) TWC's 6.550% debentures due 2037, (vi) TWC's 7.300% debentures due 2038, (vii) TWC's 6.750% debentures
due 2039, (viii) TWC's 5.875% debentures due 2040, (ix) TWC's 5.500% debentures due 2041, (x) TWC's 5.250% notes due 2042, (xi) TWC's 4.500%
debentures due 2042, (xii) TWCE's 8.375% debentures due 2023 and (xiii) TWCE's 8.375% debentures due 2033.
"Issuers" means, collectively, CCO and CCO Capital.
S-vi
Table of Contents
"Subsidiary Guarantors" means all of the Issuers' subsidiaries that issue or guarantee any Equally and Ratably Secured Indebtedness, including
indebtedness under the Credit Agreement, the Existing Secured Notes and the Existing TWC Notes.
"TWC" means Time Warner Cable, LLC, a Delaware limited liability company.
"TWCE" means Time Warner Cable Enterprises LLC, a Delaware limited liability company.
"TWCI" means Time Warner Cable, Inc., a Delaware corporation.
S-vii
Table of Contents
SUMMARY
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The following summary highlights information contained elsewhere or incorporated by reference in this prospectus supplement and the
accompanying prospectus. It does not contain all the information that may be important to you in making an investment decision. You should read this
entire prospectus supplement and the accompanying prospectus carefully, including the documents incorporated by reference, which are described
under "Incorporation by Reference of Certain Documents" and "Where You Can Find Additional Information." You should also carefully consider,
among other things, the matters discussed in the section titled "Risk Factors."
CCO Holdings is a direct subsidiary of CCH I Holdings, LLC, which is an indirect subsidiary of Charter. CCO Holdings is a holding company
with no operations of its own and CCO and CCO Capital are direct, wholly owned subsidiaries of CCO Holdings. CCO is a holding company with no
operations of its own, and CCO Capital is a company with no operations of its own and no subsidiaries. CCO Holdings and its direct and indirect
subsidiaries, including CCO and its direct and indirect subsidiaries as well as CCO Capital, are managed by Charter. The Subsidiary Guarantors are
direct and indirect subsidiaries of CCO. For a chart showing our current ownership structure, see page S-3.
Charter is a holding company with no operations of its own whose principal asset is a controlling equity interest in Charter Communications
Holdings, LLC and an indirect owner of CCO under which all of the operations reside. Unless otherwise stated, the discussion in this prospectus
supplement of our business and operations includes the business of CCO Holdings and its direct and indirect subsidiaries. Unless otherwise stated, all
business data included in this summary is as of December 31, 2019.
The terms "we," "us" and "our," as used in this prospectus supplement refer to CCO Holdings and its direct and indirect subsidiaries on a
consolidated basis. The phrases "on a pro forma basis" and "on a pro forma as adjusted basis" mean, when used with respect to an amount stated in
this prospectus supplement, such amounts as calculated and described under "Capitalization."
Our Business
We are the second largest cable operator in the United States and a leading broadband communications services company providing video, Internet
and voice services to approximately 29.2 million residential and small and medium business customers at December 31, 2019. We also offer mobile
service to residential customers and recently launched mobile service to small and medium business customers. In addition, we sell video and online
advertising inventory to local, regional and national advertising customers and tailored communications and managed solutions to larger enterprise
customers. We also own and operate regional sports networks and local sports, news and community channels.
In 2019, with the integration of TWC and Bright House substantially behind us, we are realizing the benefits of operating as one company, with a
unified product, marketing and service infrastructure. We remain focused on driving customer relationship growth by deploying superior products and
services packaged with attractive pricing. We expect our insourced, high quality workforce will continue to drive an improved customer experience
which will result in lower customer churn, longer customer lifetimes and, combined with our continued ramping of our self-installation program,
improved productivity with fewer customer calls and truck rolls per customer relationship. With approximately 85% of our residential customer base
now in Spectrum pricing and packaging ("SPP"), we expect additional benefits from lower legacy package migration activity, combined with SPP
customers rolling off introductory pricing and price increases. Further, we expect to continue to drive customer relationship growth through sales of
bundled services and improving customer retention despite the expectation of continued losses of video and wireline voice customers. With the
completion of our all-digital conversion, roll-out of DOCSIS 3.1 technology across our footprint, and the integration of TWC and
S-1
Table of Contents
Bright House substantially complete, we have experienced a meaningful reduction in cable capital expenditures as a percent of revenue in 2019 and
expect continued lower cable capital intensity in 2020.
We launched our mobile product, Spectrum Mobile, in the second half of 2018 under our mobile virtual network operator ("MVNO") reseller
agreement with Verizon. Our Spectrum Mobile service is offered to customers subscribing to our Internet service and runs on Verizon's mobile network
combined with Spectrum WiFi. In the second quarter of 2019, we expanded our Spectrum Mobile bring-your-own-device program across all sales
channels to include a broader set of devices which we believe lowers the cost for consumers of switching mobile carriers, and reduces the short-term
working capital impact of selling new mobile devices on installment plans. We expect these developments, along with the launch of 5G service offerings
in 2020, to contribute to the growth of our mobile business. We also continue to explore ways to drive even more mobile traffic to our network. We
plan to use our WiFi network in conjunction with additional unlicensed, and potentially licensed, spectrum to improve network performance and expand
capacity to offer consumers a superior mobile service at a lower total cost to us. Further, we have experimental wireless licenses from the the Federal
Communications Commission ("FCC") that we are utilizing to test next generation mobile services in several service areas around the country.
Recent Developments
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On February 18, 2020, CCO Holdings and CCO Holdings Capital (collectively, the "CCOH Issuers") issued $1.65 billion aggregate principal
amount of 4.500% Senior Notes due 2030 (the "Existing 2030 Notes") to qualified institutional buyers in reliance on Rule 144A and outside the United
States to non-U.S. persons in reliance on Regulation S. On March 18, 2020, an additional $1.1 billion of the same series of notes were issued (the
"Additional 2030 Notes"). The net proceeds from the sale of the Existing 2030 Notes were used to redeem all of the CCOH Issuers' 5.125% Senior
Notes due 2023 (issued on December 17, 2012), 5.750% Senior Notes due 2023 and 5.750% Senior Notes due 2024, as well as to fund potential
buybacks of Class A common stock of Charter or common units of Charter Holdings, to pay related fees and expenses and for general corporate
purposes. The net proceeds from the Additional 2030 Notes will be used to pay related fees and expenses and for general corporate purposes, including
repaying certain indebtedness, including all of the CCOH Issuers' 5.250% Senior Notes due 2022 and 5.125% Senior Notes due 2023 (issued on
April 21, 2015), as well as to fund potential buybacks of Class A common stock of Charter or common units of Charter Holdings.
On March 18, 2020, the CCOH Issuers also issued $1.4 billion aggregate principal amount of 4.500% Senior Notes due 2032 (the "Existing 2032
Notes") to qualified institutional buyers in reliance on Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S. The
net proceeds from the sale of the Existing 2032 Notes will be used to pay related fees and expenses and for general corporate purposes, including
repaying certain indebtedness, including all of the CCOH Issuers' 5.250% Senior Notes due 2022 and 5.125% Senior Notes due 2023 (issued on
April 21, 2015), as well as to fund potential buybacks of Class A common stock of Charter or common units of Charter Holdings.
Our Corporate Information
Our principal executive offices are located at 400 Atlantic Street, Stamford, Connecticut 06901. Our telephone number is (203) 905-7801, and we
have a website accessible at www.spectrum.com. Our periodic reports and Current Reports on Form 8-K, and all amendments thereto, are available on
our website free of charge as soon as reasonably practicable after they have been filed. The information posted on our website is not incorporated into
this prospectus supplement or the accompanying prospectus and is not part of this prospectus supplement or the accompanying prospectus.
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Legal Entity Structure
The chart below sets forth our entity structure and that of our direct and indirect parent companies and subsidiaries. This chart does not include all
of our affiliates and subsidiaries and, in some cases, we have combined separate entities for presentation purposes. The equity ownership percentages
shown below are approximations. Unless otherwise noted, indebtedness amounts shown below are principal amounts as of December 31, 2019.
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(1)
CCO Holdings/CCO Holdings Capital:
5.250% senior notes due 2022 ($1.25 billion aggregate principal amount outstanding)
5.125% senior notes due 2023 ($1.0 billion aggregate principal amount outstanding)
4.000% senior notes due 2023 ($500 million aggregate principal amount outstanding)
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5.125% senior notes due 2023 ($1.15 billion aggregate principal amount outstanding)
5.750% senior notes due 2023 ($500 million aggregate principal amount outstanding)
5.750% senior notes due 2024 ($150 million aggregate principal amount outstanding)
5.875% senior notes due 2024 ($1.7 billion aggregate principal amount outstanding)
5.375% senior notes due 2025 ($750 million aggregate principal amount outstanding)
5.750% senior notes due 2026 ($2.5 billion aggregate principal amount outstanding)
5.500% senior notes due 2026 ($1.5 billion aggregate principal amount outstanding)
5.875% senior notes due 2027 ($800 million aggregate principal amount outstanding)
5.125% senior notes due 2027 ($3.25 billion aggregate principal amount outstanding)
5.000% senior notes due 2028 ($2.5 billion aggregate principal amount outstanding)
5.375% senior notes due 2029 ($1.5 billion aggregate principal amount outstanding)
4.750% senior notes due 2030 ($3.05 billion aggregate principal amount outstanding)
Issuers of the Existing 2030 Notes, the Additional 2030 Notes and Existing 2032 Notes.
(2)
CCO/CCO Capital:
3.579% senior secured notes due 2020 ($2.0 billion aggregate principal amount outstanding)
4.464% senior secured notes due 2022 ($3.0 billion aggregate principal amount outstanding)
Senior secured floating rate notes due 2024 ($900 million aggregate principal amount outstanding)
4.500% senior secured notes due 2024 ($1.1 billion aggregate principal amount outstanding)
4.908% senior secured notes due 2025 ($4.5 billion aggregate principal amount outstanding)
3.750% senior secured notes due 2028 ($1.0 billion aggregate principal amount outstanding)
4.200% senior secured notes due 2028 ($1.25 billion aggregate principal amount outstanding)
5.050% senior secured notes due 2029 ($1.25 billion aggregate principal amount outstanding)
6.384% senior secured notes due 2035 ($2.0 billion aggregate principal amount outstanding)
5.375% senior secured notes due 2038 ($800 million aggregate principal amount outstanding)
6.484% senior secured notes due 2045 ($3.5 billion aggregate principal amount outstanding)
5.375% senior secured notes due 2047 ($2.5 billion aggregate principal amount outstanding)
5.750% senior secured notes due 2048 ($2.45 billion aggregate principal amount outstanding)
5.125% senior secured notes due 2049 ($1.25 billion aggregate principal amount outstanding)
4.800% senior secured notes due 2050 ($2.8 billion aggregate principal amount outstanding)
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Document Outline

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