Bond Charter Communications Inc. 5.85% ( US88732JAH14 ) in USD

Issuer Charter Communications Inc.
Market price 100 %  ⇌ 
Country  United States
ISIN code  US88732JAH14 ( in USD )
Interest rate 5.85% per year ( payment 2 times a year)
Maturity 01/05/2017 - Bond has expired



Prospectus brochure of the bond Charter Communications Operating US88732JAH14 in USD 5.85%, expired


Minimal amount 2 000 USD
Total amount 2 000 000 000 USD
Cusip 88732JAH1
Standard & Poor's ( S&P ) rating BBB- ( Lower medium grade - Investment-grade )
Moody's rating Ba1 ( Non-investment grade speculative )
Detailed description 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 US88732JAH14, pays a coupon of 5.85% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/05/2017

The Bond issued by Charter Communications Inc. ( United States ) , in USD, with the ISIN code US88732JAH14, 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 US88732JAH14, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







TIME WARNER CABLE INC.
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Table of Contents

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-143580

PROSPECTUS


Time Warner Cable Inc.

OFFER TO EXCHANGE

$1,500,000,000 in aggregate principal amount of 5.40% Notes due 2012, which have been
registered under the Securities Act of 1933, as amended, for any and all outstanding
5.40% Notes due 2012.

$2,000,000,000 in aggregate principal amount of 5.85% Notes due 2017, which have been
registered under the Securities Act of 1933, as amended, for any and all outstanding
5.85% Notes due 2017.

$1,500,000,000 in aggregate principal amount of 6.55% Debentures due 2037, which have
been registered under the Securities Act of 1933, as amended, for any and all outstanding
6.55% Debentures due 2037.

The exchange debt securities will be fully and unconditionally guaranteed on a senior
unsecured basis by our subsidiaries Time Warner Entertainment Company, L.P. and
TW NY Cable Holding Inc.




We are conducting the exchange offer in order to provide you with an opportunity to exchange your
unregistered outstanding debt securities for freely tradeable exchange debt securities that have been
registered under the Securities Act of 1933.

The Exchange Offer


· We will exchange all outstanding debt securities that are validly tendered and not validly
withdrawn for an equal principal amount of exchange debt securities that are freely tradeable.


· You may withdraw tenders of outstanding debt securities at any time prior to the expiration date of
the exchange offer.


· The exchange offer expires at 5:00 p.m., New York City time, on October 25, 2007, unless we
extend it.


· The exchange of outstanding debt securities for exchange debt securities in the exchange offer will
not be a taxable event for U.S. federal income tax purposes.


· The terms of the exchange debt securities to be issued in the exchange offer are substantially
identical to the outstanding debt securities, except that the exchange debt securities will be
registered under the Securities Act of 1933, as amended, and will not have any transfer restrictions,
registration rights or rights to additional interest.

·

No public market exists for the initial debt securities or exchange debt securities. We do not intend
to apply for listing of the exchange debt securities or to arrange for them to be quoted on a
quotation system.


· We will not receive any proceeds from the exchange offer.

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You should carefully consider the "Risk Factors" beginning on page 14 of this
prospectus before participating in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of the exchange debt securities to be distributed in the exchange offer or
passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.


The date of this prospectus is September 25, 2007.
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TABLE OF CONTENTS







Page

Summary

1
Risk Factors
14
Forward-Looking Statements
30
Use of Proceeds
31
Capitalization
32
Unaudited Pro Forma Condensed Combined Financial Information
33
Selected Financial Information
45
Management's Discussion and Analysis of Results of Operations and Financial Condition
48
Business
88
Management
119
Executive Compensation
124
Certain Relationships and Related Party Transactions
156
Principal Stockholders
161
The Exchange Offer
163
Description of the Debt Securities and the Guarantees
171
Book-Entry, Delivery and Form
181
Certain Material U.S. Federal Income Tax Consequences
185
Plan of Distribution
190
Legal Matters
191
Experts
191
Where You Can Find More Information

191
Index to Consolidated Financial Statements
F-1

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Table of Contents

SUMMARY

Except as the context otherwise requires, references in this prospectus to "TWC," the
"Company," "we," "our" or "us" are to Time Warner Cable Inc. and references to "Time
Warner" are to our parent corporation, Time Warner Inc. This summary is qualified in its
entirety by, and should be read in conjunction with, the more detailed information and financial
statements (including the notes thereto) appearing elsewhere in this prospectus. This summary
does not contain all of the information that you should consider before making an investment.
You should read the entire prospectus carefully. Please see "Forward-Looking Statements" for
more information regarding these statements.

Except as the context otherwise requires, references to information being "pro forma" or
"on a pro forma basis" assume that the transactions with Adelphia Communications
Corporation ("Adelphia") and its affiliates and subsidiaries and Comcast Corporation
("Comcast") and its affiliates and the dissolution of Texas and Kansas City Cable Partners,
L.P. ("TKCCP"), including the distribution of TKCCP's cable systems in Kansas City, south
and west Texas and New Mexico (the "Kansas City Pool"), occurred on January 1, 2006, as
described in our unaudited pro forma condensed combined financial statements contained
herein. See "Unaudited Pro Forma Condensed Combined Financial Information." Certain of
the subscriber data contained in this prospectus includes subscribers in the Kansas City Pool
for all periods presented. Prior to January 1, 2007, we managed, but did not consolidate the
financial results of, the Kansas City Pool.

The term "initial debt securities" refers to the 5.40% Notes due 2012 (the "2012 initial
notes"), the 5.85% Notes due 2017 (the "2017 initial notes") and the 6.55% Debentures due
2037 (the "2037 initial debentures") that were issued on April 9, 2007 in an offering pursuant
to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities
Act"). The term "exchange debt securities" refers to the 5.40% Notes due 2012 (the "2012
exchange notes" and, together with the 2012 initial notes, the "2012 notes"), the 5.85% Notes
due 2017 (the "2017 exchange notes" and, together with the 2017 initial notes, the "2017
notes") and the 6.55% Debentures due 2037 (the "2037 exchange debentures" and, together
with the 2037 initial debentures, the "2037 debentures") offered with this prospectus. The term
"debt securities" refers to the initial debt securities and the exchange debt securities,
collectively. The term "2007 Bond Offering" refers to the issuance of the initial debt securities.

Our Company

We, together with our subsidiaries, are the second-largest cable operator in the U.S. and are
an industry leader in developing and launching innovative video, data and voice services. At
June 30, 2007, we had cable systems that passed approximately 26 million U.S. homes in well-
clustered locations and had approximately 14.7 million customer relationships. Approximately
85% of these homes passed were located in one of five principal geographic areas: New York
state, the Carolinas, Ohio, southern California and Texas. As of June 30, 2007, we were the
largest cable system operator in a number of large cities, including New York City and Los
Angeles.

As part of our strategy to expand our cable footprint and improve the clustering of our cable
systems, on July 31, 2006, a subsidiary of ours, Time Warner NY Cable LLC ("TW NY"), and
Comcast completed their respective acquisitions of assets comprising in the aggregate
substantially all of the cable systems of Adelphia. TW NY paid approximately $8.9 billion in
cash (after giving effect to certain purchase price adjustments) and shares of our Class A
common stock, par value $.01 per share ("Class A common stock"), representing approximately
16% of our outstanding common stock for the portion of the Adelphia assets it acquired.
Immediately prior to the Adelphia acquisition, we and our subsidiary, Time Warner
Entertainment Company, L.P. ("TWE"), redeemed Comcast's interests in us (the "TWC
Redemption") and TWE (the "TWE Redemption" and, together with the TWC Redemption, the
"Redemptions"), respectively, with the result that Comcast no longer had an interest in either
company. In addition, TW NY exchanged certain cable systems with subsidiaries of Comcast
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(the "Exchange"). As a result of the closing of these transactions (referred to generally
herein as the "Transactions"), we acquired systems with approximately 4.0 million basic video
subscribers and disposed of systems with approximately 0.8 million basic video subscribers that
were transferred to Comcast

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Table of Contents
in connection with the Redemptions and the Exchange for a net gain of approximately
3.2 million basic video subscribers.

In addition, effective January 1, 2007, we began consolidating the results of the Kansas City
Pool we received upon the distribution of the assets of TKCCP to us and Comcast. Prior to
January 1, 2007, our interest in TKCCP was reported as an equity method investment. TKCCP
was formally dissolved on May 15, 2007.

For the presentation of subscriber information, cable systems we acquired in and retained
after the Transactions are referred to herein as the "Acquired Systems," and systems we owned
before and retained after the Transactions, as well as the Kansas City Pool, are referred to herein
as the "Legacy Systems." For the presentation of financial information, however, "Legacy
Systems" refers only to those systems that the Company owned both before and after the
Transactions and does not include the Kansas City Pool. The "Acquired Systems" have the
same definition as above.

On February 13, 2007, Adelphia's Chapter 11 reorganization plan became effective and,
under applicable securities law regulations and provisions of the U.S. bankruptcy code, we
became a public company subject to the requirements of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). Under the terms of the reorganization plan, most of the
155,913,430 shares of our Class A common stock that Adelphia received in the Adelphia
acquisition (representing approximately 16% of our outstanding common stock) are being
distributed to Adelphia's creditors. As of June 30, 2007, approximately 91% of these shares had
been distributed to Adelphia's creditors. The remaining shares are expected to be distributed
during the coming months as the remaining disputes are resolved by the bankruptcy court. On
March 1, 2007, our Class A common stock began trading on the New York Stock Exchange (the
"NYSE") under the symbol "TWC."

Time Warner currently owns approximately 84.0% of our common stock (representing a
90.6% voting interest). The financial results of our operations are consolidated by Time Warner.

As the marketplace for basic video services has matured, the cable industry has responded
by introducing new services, including enhanced video services like high definition television
("HDTV") and video-on-demand ("VOD"), high-speed Internet access and Internet protocol
("IP")-based telephony. As of June 30, 2007, approximately 7.7 million (or 58%) of our
13.4 million basic video customers subscribed to digital video services, 7.2 million (or 28%) of
high-speed data service-ready homes subscribed to a residential high-speed data service such as
our Road Runner service and 2.3 million (or 12%) of voice service-ready homes subscribed to
Digital Phone. We launched Digital Phone broadly in the Legacy Systems during 2004 and as of
June 30, 2007, it was available to over 40% of the homes passed in the Acquired Systems. As of
June 30, 2007, in the Legacy Systems, approximately 59% of our 9.6 million basic video
customers subscribed to digital video services and over 32% of high-speed data service-ready
homes subscribed to a residential high-speed data service.
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Table of Contents
SUMMARY OF THE EXCHANGE OFFER

We are offering to exchange (i) $1,500,000,000 aggregate principal amount of our 2012
exchange notes for a like aggregate principal amount of our 2012 initial notes,
(ii) $2,000,000,000 aggregate principal amount of our 2017 exchange notes for a like aggregate
principal amount of our 2017 initial notes and (iii) $1,500,000,000 aggregate principal amount
of our 2037 exchange debentures for a like aggregate principal amount of our 2037 initial
debentures. In order to exchange your initial debt securities, you must properly tender them and
we must accept your tender. We will exchange all outstanding initial debt securities that are
validly tendered and not validly withdrawn.

Exchange Offer
We will exchange our exchange debt securities for a like
aggregate principal amount at maturity of our initial debt
securities.

Expiration Date
This exchange offer will expire at 5:00 p.m., New York City
time, on October 25, 2007, unless we extend it.

Conditions to the Exchange Offer We will complete this exchange offer only if:

· the exchange offer does not violate applicable law or any
applicable interpretation of the staff of the Securities and
Exchange Commission (the "SEC");

· no action or proceeding shall have been instituted or
threatened in any court or by any governmental agency
which might materially impair our ability to proceed with
the exchange offer, and no material adverse development
shall have occurred in any existing action or proceeding
with respect to us; and

· we obtain all the governmental approvals we deem
necessary to complete this exchange offer.

Please refer to the section in this prospectus entitled "The
Exchange Offer--Conditions to the Exchange Offer."

Procedures for Tendering Initial
To participate in this exchange offer, you must complete,
Debt Securities
sign and date the letter of transmittal or its facsimile and
transmit it, together with your initial debt securities to be
exchanged and all other documents required by the letter of
transmittal, to The Bank of New York, as exchange agent, at
its address indicated under "The Exchange Offer--
Exchange Agent." In the alternative, you can tender your
initial debt securities by book-entry delivery following the
procedures described in this prospectus. For more
information on tendering your initial debt securities, please
refer to the section in this prospectus entitled "The
Exchange Offer--Procedures for Tendering Initial Debt
Securities."

Special Procedures for Beneficial If you are a beneficial owner of initial debt securities that
Owners
are registered in the name of a broker, dealer, commercial
bank, trust company or other nominee and you wish to
tender your initial debt securities in the exchange offer, you
should contact the registered holder promptly and instruct
that person to tender on your behalf.

Guaranteed Delivery Procedures
If you wish to tender your initial debt securities and you
cannot get the required documents to the exchange agent on
time, you may tender your initial debt securities by using the
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guaranteed delivery procedures described under the section
of this prospectus entitled

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