Bond Charter Communications Inc. 8.25% ( US88732JAS78 ) in USD

Issuer Charter Communications Inc.
Market price 100 %  ▼ 
Country  United States
ISIN code  US88732JAS78 ( in USD )
Interest rate 8.25% per year ( payment 2 times a year)
Maturity 01/04/2019 - Bond has expired



Prospectus brochure of the bond Charter Communications Operating US88732JAS78 in USD 8.25%, expired


Minimal amount 2 000 USD
Total amount 2 000 000 000 USD
Cusip 88732JAS7
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
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.

Charter Communications Operating's US$2,000,000,000 8.25% bonds (CUSIP 88732JAS7, ISIN US88732JAS78), issued in USD and maturing on 01/04/2019, have reached maturity and been redeemed at 100%.







TIME WARNER CABLE INC.
424B5 1 g17882b5e424b5.htm TIME WARNER CABLE INC.
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TIME WARNER CABLE INC.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-151671
CALCULATION OF REGISTRATION FEE












Amount of
Title of Each Class of

Maximum Aggregate
Registration
Securities Offered

Offering Price

Fee(1)
71/2% Notes due 2014

$1,000,000,000
$ 55,800
81/4% Notes due 2019

$2,000,000,000
$111,600
(1) The filing fee of $167,400 is calculated in accordance with Rule 457(r) of the Securities Act of 1933. This "Calculation
of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in Time Warner Cable
Inc.'s Registration Statement No. 333-151671 on Form S-3 ASR.
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TIME WARNER CABLE INC.
Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-151671
PROSPECTUS SUPPLEMENT
(To Prospectus Dated June 16, 2008)
$3,000,000,000



$1,000,000,000 71/2% Notes due 2014
$2,000,000,000 81/4% Notes due 2019

The notes will be issued by Time Warner Cable Inc. and will be guaranteed by our subsidiaries, Time Warner
Entertainment Company, L.P. and TW NY Cable Holding Inc. (together, the "Guarantors"). We use the term "debt
securities" to refer to the notes and the term "securities" to refer to the debt securities and related guarantees. The debt
securities and related guarantees will be unsecured and will rank equally in right of payment with all of our and the
Guarantors' respective unsecured and unsubordinated obligations from time to time outstanding.
The 71/2% Notes due 2014 will mature on April 1, 2014 and the 81/4% Notes due 2019 will mature on April 1, 2019.
Interest on the 71/2% Notes due 2014 and the 81/4% Notes due 2019 will be payable semi-annually in arrears on April 1
and October 1 of each year, beginning on October 1, 2009.
We may redeem any of the 71/2% Notes due 2014 or the 81/4% Notes due 2019, as a whole at any time or in part from
time to time, at our option. We describe the redemption prices under the heading "Description of the Notes--Optional
Redemption" on page S-22.
Investing in the securities involves risks. See the "Risk Factors" section in our Annual Report on Form 10-K for
the year ended December 31, 2008.
The securities will not be listed on any securities exchange. Currently, there is no public market for the securities.















Per Note

Per Note


due
due

2014
Total

2019
Total


Public Offering Price
99.534 % $ 995,340,000 99.348 % $ 1,986,960,000
Underwriting Discount
0.350 % $ 3,500,000 0.450 % $
9,000,000
Proceeds to Time Warner Cable
99.184 % $ 991,840,000 98.898 % $ 1,977,960,000
Interest on the securities will accrue from March 26, 2009.
Neither the Securities and Exchange Commission nor any state or foreign 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.
Delivery of the securities in book-entry form will be made only through The Depository Trust Company, Clearstream
Banking S.A. Luxembourg and the Euroclear System on or about March 26, 2009 against payment in immediately
available funds.

Joint Book-Running Managers
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TIME WARNER CABLE INC.





Banc of America Securities LLC
Citi
Deutsche Bank


Securities
UBS Investment Bank


Wachovia Securities





Barclays Capital

BNP PARIBAS
CALYON
Daiwa Securities America Inc.
Fortis Securities
Goldman, Sachs & Co.

LLC

HSBC
J.P. Morgan
Mitsubishi UFJ


Securities
Mizuho Securities USA Inc.

Morgan Stanley
RBS Greenwich Capital


Scotia Capital



Co-managers





Blaylock Robert Van, LLC
Cabrera Capital Markets,
The Williams Capital Group, L.

LLC

P.


The date of this Prospectus Supplement is March 23, 2009.
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TIME WARNER CABLE INC.


TABLE OF CONTENTS






Page

Prospectus Supplement
About This Prospectus Supplement
S-ii
Incorporation by Reference
S-ii
Summary
S-1
Risk Factors
S-8
Use of Proceeds
S-9
Ratio of Earnings to Fixed Charges
S-9
S-
Capitalization
10
S-
Unaudited Pro Forma Consolidated Financial Information
12
S-
Description of the Notes
20
S-
Certain Material U.S. Federal Income Tax Consequences
27
S-
Underwriting
32
S-
Legal Matters
35
S-
Experts
36




Prospectus


About this Prospectus
1
Where You Can Find More Information
1
Incorporation by Reference
2
Statements Regarding Forward-Looking Information
3
The Company
4
Risk Factors
5
Ratio of Earnings to Fixed Charges
5
Use of Proceeds
5
Description of the Debt Securities and the Guarantees
6
Description of the Debt Warrants
18
Plan of Distribution
19
Legal Matters
21
Experts
21
S-i
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TIME WARNER CABLE INC.
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TIME WARNER CABLE INC.
Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the terms of the securities
that we are currently offering. The second part is the accompanying prospectus, which gives more general information,
some of which may not apply to the securities that we are currently offering. Generally, the term "prospectus" refers to
both parts combined.
If the information varies between this prospectus supplement and the accompanying prospectus, the information in this
prospectus supplement supersedes the information in the accompanying prospectus.
You should rely only on the information contained in or incorporated by reference in this prospectus
supplement, the accompanying prospectus or any free writing prospectus that we may provide to you. No
person is authorized to provide you with different information or to offer the securities in any state or other
jurisdiction where the offer is not permitted. You should not assume that the information contained in or
incorporated by reference into this prospectus supplement or the accompanying prospectus is accurate as of
any date other than the date on the front of this prospectus supplement or the date of the report incorporated
by reference, as the case may be.
Unless the context otherwise requires, references to "Time Warner Cable," "TWC," "our company," "we," "us" and
"our" in this prospectus supplement and in the accompanying prospectus are references to Time Warner Cable Inc. and
its subsidiaries. Time Warner Entertainment Company, L.P. is referred to herein as "TWE." TW NY Cable Holding
Inc. is referred to herein as "TW NY," and together with TWE, the "Guarantors." Terms used in this prospectus
supplement that are otherwise not defined will have the meanings given to them in the accompanying prospectus.
The securities are being offered only for sale in jurisdictions where it is lawful to make such offers. Offers and sales of
the securities in the European Union, the United Kingdom, Hong Kong, Japan and Singapore, are subject to
restrictions, the details of which are set out in the section entitled "Underwriting." The distribution of this prospectus
supplement and the accompanying prospectus and the offering of the securities in other jurisdictions may also be
restricted by law. Persons who receive this prospectus supplement and the accompanying prospectus should inform
themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus do
not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized or in which the person making such offer or solicitation is not authorized or
in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful
to make such offer or solicitation. See "Underwriting" beginning on page S-32 of this prospectus supplement.

INCORPORATION BY REFERENCE
The Securities and Exchange Commission (the "SEC") allows us to "incorporate by reference" information we have
filed with it, which means that we can disclose important information to you by referring you to those documents. The
information we incorporate by reference is an important part of this prospectus supplement, and later information that
we file with the SEC will automatically update and supersede this information. The following documents have been
filed by us with the SEC and are incorporated by reference into this prospectus supplement:

· Annual report on Form 10-K for the year ended December 31, 2008 (filed February 20, 2009) (the
"2008 Form 10-K");


· Our definitive Proxy Statement filed on April 15, 2008 (but only with respect to the information under
the following captions: "Compensation," "Election of Directors," "Section 16(a) Beneficial Ownership
Reporting Compliance," "Audit-Related Matters," "Corporate Governance," "Security Ownership,"
"Certain Relationships and Related Transactions" and "Ratification of Appointment of Independent
Auditor"); and


· Current reports on Form 8-K filed on February 18, 2009, February 26, 2009, March 12, 2009 and
March 13, 2009.

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TIME WARNER CABLE INC.
All documents and reports that we file with the SEC (other than any portion of such filings that are furnished under
applicable SEC rules rather than filed) under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended from the date of this prospectus supplement until the termination of the offering under this prospectus
supplement shall be deemed to be incorporated in this prospectus supplement and the accompanying prospectus by
reference. The information contained on our website (http://www.timewarnercable.com) is not incorporated into this
prospectus supplement or the accompanying prospectus.
S-ii
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TIME WARNER CABLE INC.
Table of Contents

SUMMARY
The Company
We are the second-largest cable operator in the U.S., with technologically advanced, well-clustered systems
located mainly in five geographic areas--New York State (including New York City), the Carolinas, Ohio,
southern California (including Los Angeles) and Texas. We principally offer three services--video, high-speed
data and voice--over our broadband cable systems. We market our services separately and in "bundled"
packages of multiple services and features. As of December 31, 2008, we served approximately 14.6 million
customers who subscribed to one or more of our video, high-speed data and voice services, representing
approximately 34.2 million revenue generating units ("RGUs"), which reflects the total of all of our basic video,
digital video, high-speed data and voice service subscribers.
For a description of our business, financial condition, results of operations and other important information
regarding us, see our filings with the SEC incorporated by reference in the accompanying prospectus. For
instructions on how to find copies of these and our other filings incorporated by reference in the accompanying
prospectus, see "Where You Can Find More Information" in the accompanying prospectus.
Recent Developments

Separation from Time Warner
On May 20, 2008, we and our subsidiaries, TWE and TW NY, entered into a Separation Agreement (the
"Separation Agreement") with Time Warner Inc. ("Time Warner") and its subsidiaries, Warner
Communications Inc. ("WCI"), Historic TW Inc. ("Historic TW") and American Television and
Communications Corporation ("ATC"), the terms of which governed our legal and structural separation from
Time Warner.
Pursuant to the terms of the Separation Agreement, on February 25, 2009, Historic TW transferred its 12.43%
non-voting common stock interest in TW NY to us in exchange for 80 million newly issued shares of our
Class A common stock (the "TW NY Exchange"). On February 26, 2009, our board of directors declared a
special cash dividend payable on March 12, 2009 to holders of record on March 11, 2009 of our outstanding
Class A common stock and Class B common stock, which included Time Warner, in an amount equal to $10.27
per share (aggregating $10.855 billion) (the "Special Dividend"). Following the receipt by Time Warner of its
share of the Special Dividend, we filed with the Secretary of State of the State of Delaware an amended and
restated certificate of incorporation (the "Amended Charter"), pursuant to which, among other things, each
outstanding share of our Class A common stock (including the shares of Class A common stock issued in the
TW NY Exchange) and Class B common stock was automatically converted into one share of our common
stock, par value $0.01 per share (the "TWC Common Stock") (the "Recapitalization"). Following the
Recapitalization, our separation from Time Warner (the "Separation") was completed as a pro rata dividend of
all shares of TWC Common Stock held by Time Warner to holders of record of Time Warner's common stock
(the "Spin-Off Dividend" or the "Distribution") as of 8:00 pm on March 12, 2009, the record date for the Spin-
Off Dividend. On March 12, 2009, Time Warner deposited its shares of TWC Common Stock with an agent
and, at the record date for the Spin-Off Dividend, was deemed to no longer beneficially own such shares. The
agent will distribute the TWC Common Stock on the distribution date for the Spin-Off Dividend, which is
March 27, 2009. We refer to the TW NY Exchange, the Special Dividend, the Recapitalization, the Separation
and the Distribution collectively as the "Separation Transactions."

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TIME WARNER CABLE INC.
In connection with the Separation Transactions, we implemented a reverse stock split of the TWC Common
Stock at a 1-for-3 ratio, effective immediately after the Recapitalization. The shares distributed in the Spin-Off
Dividend will give effect to both the Recapitalization and the reverse stock split.

2008 Bond Offerings and Credit Facilities
We issued, in total, $7.0 billion in aggregate principal amount of senior unsecured notes and debentures in two
underwritten public offerings on June 19, 2008 and November 18, 2008 (collectively, the "2008 Bond
Offerings"). We used the net proceeds from the 2008 Bond Offerings to finance, in part, the Special Dividend.
Pending the payment of the Special Dividend, a portion of the net proceeds from the 2008 Bond Offerings was
used to repay
S-1
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Document Outline