Obbligazione CharterCom OPT 5.375% ( US161175BM51 ) in USD

CharterCom OPT

94.56 USD ▼

Stati Uniti

US161175BM51 ( in USD )

5.375% per anno ( pagato 2 volte l'anno)

31/03/2038

Prospetto opuscolo dell'obbligazione Charter Communications OPT US161175BM51 en USD 5.375%, scadenza 31/03/2038

2 000 USD

800 000 000 USD

161175BM5

BBB- ( Lower medium grade - Investment-grade )

Ba1 ( Non-investment grade speculative )

01/04/2026 ( In 104 giorni )

Charter Communications, operante con il marchio Optimum, offre servizi di telecomunicazioni, inclusi internet ad alta velocità, televisione via cavo e telefonia, principalmente nella regione del Nordest degli Stati Uniti.

The Obbligazione issued by CharterCom OPT ( United States ) , in USD, with the ISIN code US161175BM51, pays a coupon of 5.375% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 31/03/2038

The Obbligazione issued by CharterCom OPT ( United States ) , in USD, with the ISIN code US161175BM51, was rated Ba1 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Obbligazione issued by CharterCom OPT ( United States ) , in USD, with the ISIN code US161175BM51, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2
424B2 1 d562778d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Numbers: 333-222241-01 to 333-222241-39,
333-222241-41 to 333-222241-83,
333-222241-85 to 333-222241-122,
333-222241-124 to 333-222241-171,
333-222241-173 to 333-222241-208,
333-222241-210 to 333-222241-233,
333-222241-235 to 333-222241-243
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Offering Price

Registration Fee(1)
5.375% Senior Secured Notes due 2038

$800,000,000

98.846%

$790,768,000

$98,451
5.750% Senior Secured Notes due 2048

$1,700,000,000

99.706%

$1,695,002,000

$211,028
Guarantees of 5.375% Senior Secured Notes due 2038

N/A

N/A

N/A

Guarantees of 5.750% Senior Secured Notes due 2048

N/A

N/A

N/A

Total

$2,500,000,000

$2,485,770,000

$309,479

(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
PROSPECTUS SUPPLEMENT
(to Prospectus dated December 22, 2017)
$2,500,000,000

Charter Communications Operating, LLC
Charter Communications Operating Capital Corp.
$800,000,000 5.375% Senior Secured Notes due 2038
$1,700,000,000 5.750% Senior Secured Notes due 2048
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 $800,000,000 aggregate principal amount of 5.375% Senior Secured Notes due 2038 (the "2038 Notes") and
$1,700,000,000 aggregate principal amount of 5.750% Senior Secured Notes due 2048 (the "2048 Notes" and, together with the 2038 Notes, the "Notes"). The 2038 Notes will
mature on April 1, 2038 and the 2048 Notes will mature on April 1, 2048. The Issuers will pay interest on the Notes on each April 1 and October 1, commencing October 1, 2018.
The Issuers may redeem some or all of the 2038 Notes at any time prior to October 1, 2037 at a price equal to 100% of the principal amount of the 2038 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
2038 Notes at any time on or after October 1, 2037 at a price equal to 100% of the principal amount of the 2038 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 2038 Notes.
The Issuers may redeem some or all of the 2048 Notes at any time prior to October 1, 2047 at a price equal to 100% of the principal amount of the 2048 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
2048 Notes at any time on or after October 1, 2047 at a price equal to 100% of the principal amount of the 2048 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 2048 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
https://www.sec.gov/Archives/edgar/data/833611/000119312518107888/d562778d424b2.htm[4/5/2018 11:30:34 AM]

424B2
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 on a senior secured basis by (i) 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) CCO Holdings, LLC, a Delaware limited liability
company ("CCO Holdings"). The Notes and 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-10 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 2038 Note

Total

Per 2048 Note

Total

Public offering price(1)

98.846%
$790,768,000

99.706%
$1,695,002,000
Underwriting discount

0.618%
$
4,944,000

0.623%
$
10,591,000
Estimated proceeds to us, before expenses(1)

98.228%
$785,824,000

99.083%
$1,684,411,000

(1)
Plus accrued interest from April 17, 2018, if settlement occurs after that date.
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, 2018.
Joint Book-Running Managers

Citigroup

Deutsche Bank Securities
BofA Merrill Lynch

Credit Suisse

Goldman Sachs & Co. LLC
Mizuho Securities

RBC Capital Markets

UBS Investment Bank

Wells Fargo Securities
Co-Managers

MUFG

Scotiabank

SMBC Nikko

SunTrust Robinson Humphrey

TD Securities
Credit Agricole CIB

Morgan Stanley

US Bancorp

LionTree
Academy Securities

C.L. King & Associates

Ramirez & Co., Inc.

The Williams Capital Group, L.P.
The date of this prospectus supplement is April 3, 2018.
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-ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
S-ii
INDUSTRY AND MARKET DATA
S-iii
INCORPORATION BY REFERENCE; ADDITIONAL INFORMATION
S-iii
CERTAIN DEFINITIONS
S-v
SUMMARY
S-1
RISK FACTORS
S-10
USE OF PROCEEDS
S-19
CAPITALIZATION
S-20
SELECTED CONSOLIDATED FINANCIAL DATA
S-22
DESCRIPTION OF CERTAIN INDEBTEDNESS
S-23
DESCRIPTION OF NOTES
S-27
https://www.sec.gov/Archives/edgar/data/833611/000119312518107888/d562778d424b2.htm[4/5/2018 11:30:34 AM]

424B2
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
S-53
UNDERWRITING
S-58
LEGAL MATTERS
S-63
EXPERTS
S-63
WHERE YOU CAN FIND MORE INFORMATION
S-63
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

S-i
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.
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, 2017 (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"
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 and in CCO Holdings' 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 efficiently and effectively integrate acquired operations;

· 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 markets 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
operators, wireless broadband and telephone providers, digital subscriber line ("DSL") providers, fiber to the home providers, video provided

over the Internet by (i) market participants that have not historically competed in the multichannel video business, (ii) traditional multichannel
video distributors, and (iii) content providers that have historically licensed cable networks to multichannel video distributors, and providers of
advertising over the Internet;

https://www.sec.gov/Archives/edgar/data/833611/000119312518107888/d562778d424b2.htm[4/5/2018 11:30:34 AM]

424B2

· general business conditions, economic uncertainty or downturn, unemployment levels and the level of activity in the housing sector;

· 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);

S-ii
Table of Contents
· our ability to develop and deploy new products and technologies, including mobile products, our cloud-based user interface, Spectrum

Guide®, and downloadable security for set-top boxes, and any other cloud-based consumer services and service platforms;

· 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 Transactions (as defined below);

· any events that disrupt our networks, information systems or properties and impair our operating activities or our reputation;

· the ability to retain and hire key personnel;

· 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.
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.
INCORPORATION BY REFERENCE; ADDITIONAL INFORMATION
CCO Holdings, the Issuers' direct parent company, files annual, quarterly, special reports and other information with the SEC. The Issuers are
incorporating by reference certain information of CCO Holdings, Charter and Time Warner Cable Inc. 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 prior to the termination of this offering, in each case excluding any information furnished but not filed, except as noted otherwise
(collectively, the "SEC Reports"):

· Charter's Current Reports on Form 8-K filed with the SEC on April 7, 2016 and May 19, 2016 as amended by Charter's Current Report on

Form 8-K/A filed with the SEC on July 29, 2016;

· CCO Holdings' Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on February 13, 2018;

· CCO Holdings' Current Reports on Form 8-K filed with the SEC on March 9, 2017 and April 3, 2018;

· the audited consolidated financial statement of Time Warner Cable Inc. on pages 67 to 130 of Time Warner Cable Inc.'s Annual Report on

Form 10-K for the year ended December 31, 2015, filed with the SEC on February 12, 2016; and

S-iii
Table of Contents
· the unaudited consolidated financial statements of Time Warner Cable Inc. on pages 20 to 46 of Time Warner Cable Inc.'s Quarterly Report on

Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on April 28, 2016.
https://www.sec.gov/Archives/edgar/data/833611/000119312518107888/d562778d424b2.htm[4/5/2018 11:30:34 AM]

424B2
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 public reference room at 450 Fifth Street, N.W., Washington, D.C., as
well as the SEC's regional offices. Please call the SEC at 1-800-SEC-0330 for further information relating to the public reference room. These SEC filings
are also available to the public at the SEC's website at www.sec.gov. You may also obtain a copy of these filings at no cost by writing 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-iv
Table of Contents
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:
"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. subsequent to the closing of the Merger Agreement.
"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.
"Credit Agreement" means the Credit Agreement, dated as of March 18, 1999, as amended and restated as of December 21, 2017, 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 Notes, 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
Notes, the holders of which indebtedness are subject to the Intercreditor Agreement (as defined below under "Summary--The Offering").
"Existing Secured Notes" means the previously issued debt securities of the Issuers outstanding on the date hereof.
"Existing TWC Notes" means: (i) TWC's 6.750% notes due 2018, (ii) TWC's 8.750% notes due 2019, (iii) TWC's 8.250% notes due 2019,
(iv) TWC's 5.000% notes due 2020, (v) TWC's 4.125% notes due 2021, (vi) TWC's 4.000% notes due 2021, (vii) TWC's 5.750% notes due 2031,
https://www.sec.gov/Archives/edgar/data/833611/000119312518107888/d562778d424b2.htm[4/5/2018 11:30:34 AM]

424B2
(viii) TWC's 6.550% debentures due 2037, (ix) TWC's 7.300% debentures due 2038, (x) TWC's 6.750% debentures due 2039, (xi) TWC's 5.875%
debentures due 2040, (xii) TWC's 5.500% debentures due 2041, (xiii) TWC's 5.250% notes due 2042, (xiv) TWC's 4.500% debentures due 2042,
(xv) TWCE's 8.375% debentures due 2023 and (xvi) TWCE's 8.375% debentures due 2033.
"Issuers" means, collectively, CCO and CCO Capital.
"Legacy Bright House" means Bright House Networks, LLC.
"Legacy Charter" means Charter Communications, Inc. prior to the closing of the Merger Agreement.

S-v
Table of Contents
"Legacy TWC" means Time Warner Cable Inc.
"Merger Agreement" means the Agreement and Plan of Mergers, dated as of May 23, 2015, by and among Legacy TWC, Legacy Charter, Charter
and certain other subsidiaries of Charter.
"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.
"Transactions" means, collectively, (i) the transactions completed pursuant to the Merger Agreement and (ii) the acquisition of Legacy Bright House
pursuant to the Contribution Agreement, dated March 31, 2015, by and among Legacy Charter, Charter, Advance/Newhouse Partnership, A/NPC Holdings
LLC, and Charter Holdings, as amended.
"TWC" means Time Warner Cable, LLC, a Delaware limited liability company.
"TWCE" means Time Warner Cable Enterprises LLC, a Delaware limited liability company.

S-vi
Table of Contents
SUMMARY
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. Charter and CCO Holdings are each
holding companies with no operations of their own. CCO and CCO Capital are direct, wholly owned subsidiaries of CCO Holdings. CCO is a holding
company with no operations of its own. 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.
Charter is a holding company 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 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, 2017.
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.
Our Business
We are the second largest cable operator in the United States and a leading broadband communications services company providing video,
https://www.sec.gov/Archives/edgar/data/833611/000119312518107888/d562778d424b2.htm[4/5/2018 11:30:34 AM]

424B2
Internet and voice services to approximately 27.2 million residential and business customers at December 31, 2017. In addition, we sell 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. We also own and operate regional sports networks and local sports, news and community
channels and sell security and home management services in the residential marketplace.
In the first half of 2017, we completed the roll-out of Spectrum pricing and packaging ("SPP") to Legacy TWC and Legacy Bright House
markets, simplifying our offers and improving our packaging of products, allowing us to deliver more value to new and existing customers. As of
December 31, 2017, approximately 60% of our residential customers are in an SPP package. In the second half of 2017, we began converting the
remaining Legacy TWC and Legacy Bright House analog markets to an all-digital platform enabling us to deliver more HD channels and higher
Internet speeds. The bulk of this all-digital initiative will take place in 2018. Our corporate organization, as well as our marketing, sales and product
development departments, are centralized. Field operations are managed through eleven regional areas, each designed to represent a combination of
designated marketing areas. In 2017, we began migrating Legacy TWC and Legacy Bright House customer care centers to Legacy Charter's model of
using virtualized, U.S.-based in-house call centers. We are focused on deploying superior products and service with minimal service disruptions as we
integrate our information technology and network operations. We intend to continue to insource the Legacy TWC and Legacy Bright House
workforces in our call centers and in our field operations which we expect to lead to lower customer churn and longer customer lifetimes.

S-1
Table of Contents
Our integration activities will continue in 2018 with the expectation that by 2019 we will have substantially integrated the practices and systems
of Legacy Charter, Legacy TWC and Legacy Bright House. In 2018, we will also launch our mobile product. As a result of growth costs for a new
product line and implementing our operating strategy across Legacy TWC and Legacy Bright House, we cannot be certain that we will be able to
grow revenues or maintain our margins at recent historical rates.
Our Corporate Information
On May 18, 2016, Charter completed its previously reported merger transactions among Charter, Legacy TWC, Legacy Charter, and certain
other subsidiaries of Charter. Also on May 18, 2016, Charter completed its previously reported acquisition of Legacy Bright House from
Advance/Newhouse Partnership. As a result of the Transactions, Charter became the new public parent company that holds the combined operations of
Legacy Charter, Legacy TWC and Legacy Bright House and was renamed Charter Communications, Inc. Substantially all of the operations acquired
in the Transactions were contributed down to CCO Holdings or one of its subsidiaries.
Our principal executive offices are located at 400 Atlantic Street, 10th Floor, Stamford, Connecticut 06901. Our telephone number is (203) 905-
7801, and we have a website accessible at www.charter.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.

S-2
Table of Contents
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,
2017.

https://www.sec.gov/Archives/edgar/data/833611/000119312518107888/d562778d424b2.htm[4/5/2018 11:30:34 AM]

424B2

S-3
Table of Contents

(1)
CCO Holdings/CCO Holdings Capital:

5.250% senior notes due 2021 ($500 million aggregate principal amount outstanding)
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)
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 ($1.0 billion 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)
https://www.sec.gov/Archives/edgar/data/833611/000119312518107888/d562778d424b2.htm[4/5/2018 11:30:34 AM]

424B2
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)

(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)
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)
6.384% senior secured notes due 2035 ($2.0 billion 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)
6.834% senior secured notes due 2055 ($500 million aggregate principal amount outstanding) (together, the "CCO Notes")
Issuers of the Notes offered hereby.
CCO credit facilities (approximately $9.5 billion aggregate principal amount outstanding)
Guarantee: The obligations under the Credit Agreement and the CCO Notes are, and the obligations under the Notes offered hereby will be,
guaranteed by CCO Holdings and all of the Issuers' subsidiaries that issue or guarantee any Equally and Ratably Secured Indebtedness,
including indebtedness under the Credit Agreement and the Existing TWC Notes, including the subsidiaries of CCO holding the operating assets
of Legacy TWC and Legacy Bright House.
Security Interest: The obligations under the Credit Agreement and the CCO Notes are secured by a first-priority lien on substantially all of the
assets of CCO and its subsidiaries, including the subsidiaries of CCO holding the operating assets of Legacy TWC and Legacy Bright House.
Intercompany loans: CCO is the obligor under intercompany loans totaling $1.4 billion as of December 31, 2017, as follows: $233 million owed
by CCO to Charter, $655 million owed by CCO to Charter Holdco, and $511 million owed by CCO to CCO Holdings.

(3)
TWC:
6.750% notes due 2018 ($2.0 billion aggregate principal amount outstanding)
8.750% notes due 2019 ($1.25 billion aggregate principal amount outstanding)
8.250% notes due 2019 ($2.0 billion aggregate principal amount outstanding)
5.000% notes due 2020 ($1.5 billion aggregate principal amount outstanding)
4.125% notes due 2021 ($700 million aggregate principal amount outstanding)
4.000% notes due 2021 ($1.0 billion aggregate principal amount outstanding)

S-4
Table of Contents
5.750% notes due 2031 (£625 million valued at $845 million as of December 31, 2017 using the exchange rate at such date)
6.550% debentures due 2037 ($1.5 billion aggregate principal amount outstanding)
7.300% debentures due 2038 ($1.5 billion aggregate principal amount outstanding)
6.750% debentures due 2039 ($1.5 billion aggregate principal amount outstanding)
5.875% debentures due 2040 ($1.2 billion aggregate principal amount outstanding)
5.500% debentures due 2041 ($1.25 billion aggregate principal amount outstanding)
5.250% notes due 2042 (£650 million valued at $879 million as of December 31, 2017 using the exchange rate at such date)
4.500% debentures due 2042 ($1.25 billion aggregate principal amount outstanding)
Guarantee: The TWC notes and debentures are guaranteed by CCO Holdings, CCO, CCO Capital and all of CCO's subsidiaries (other than
TWC) that issue or guarantee any Equally and Ratably Secured Indebtedness, including indebtedness under the Credit Agreement, the Existing
Secured Notes and the TWCE debentures described below, including the subsidiaries (other than TWC) holding the operating assets of Legacy
TWC and Legacy Bright House.
Security Interest: The TWC notes and debentures are secured (i) on a pari passu basis with the liens on the collateral securing obligations under
the Credit Agreement and any permitted refinancing thereof and (ii) on a pari passu basis with the liens on the collateral securing the CCO Notes
and the TWCE debentures.

(4)
TWCE:
8.375% debentures due 2023 ($1.0 billion aggregate principal amount outstanding)
8.375% debentures due 2033 ($1.0 billion aggregate principal amount outstanding)
Guarantee: The TWCE debentures are guaranteed by TWC, CCO Holdings, CCO, CCO Capital and all of CCO's subsidiaries (other than
https://www.sec.gov/Archives/edgar/data/833611/000119312518107888/d562778d424b2.htm[4/5/2018 11:30:34 AM]

424B2
TWCE) that issue or guarantee any Equally and Ratably Secured Indebtedness, including indebtedness under the Credit Agreement, the Existing
Secured Notes and the TWC notes and debentures described above, including the subsidiaries holding the operating assets of Legacy TWC and
Legacy Bright House.
Security Interest: The TWCE debentures are secured (i) on a pari passu basis with the liens on the collateral securing obligations under the
Credit Agreement and any permitted refinancing thereof and (ii) on a pari passu basis with the liens on the collateral securing the CCO Notes
and the TWC notes and debentures.

S-5
Table of Contents
The Offering
The summary below describes the principal terms of the offering and the Notes. Some of the terms and conditions described below are subject
to important limitations and exceptions. You should carefully read the "Description of Notes" for a more detailed description of the offering and the
Notes.

Issuers
Charter Communications Operating, LLC and Charter Communications Operating Capital
Corp.

Notes Offered
$800,000,000 aggregate principal amount of 5.375% Senior Secured Notes due 2038 and
$1,700,000,000 aggregate principal amount of 5.750% Senior Secured Notes due 2048.

Maturity
The 2038 Notes will mature on April 1, 2038.

The 2048 Notes will mature on April 1, 2048.

Interest Payment Dates
April 1 and October 1 of each year, beginning on October 1, 2018.

Ranking
The Notes will be:

· senior obligations of CCO and CCO Capital;

· pari passu in right of payment with all existing and future senior indebtedness of the

Issuers, including obligations under the Credit Agreement, the Issuers' guarantees of the
Existing TWC Notes and the Existing Secured Notes;

· secured by liens on the Collateral (as defined in the "Description of Notes") on an equal
and ratable basis with the obligations under the Credit Agreement, the Existing TWC

Notes, the Existing Secured Notes and any other first lien obligations, subject to certain
permitted liens and effectively equal with such obligations to the extent of the value of the
Collateral;

· effectively senior to all existing and future unsecured indebtedness of CCO and CCO
Capital and any future indebtedness of CCO and CCO Capital secured by a junior lien on

the Collateral, in each case to the extent of the value of the Collateral securing the
obligations under the Notes;

· structurally subordinated to all existing and future indebtedness and other liabilities of

each subsidiary of CCO and CCO Capital that does not guarantee the Notes; and

· senior in right of payment to all existing and future subordinated obligations of the CCO

and CCO Capital.

As of December 31, 2017, the total principal amount of debt and intercompany loans of CCO

and its subsidiaries, on a pro forma basis, would have totaled approximately $51.7 billion.

Guarantees
The Notes will be guaranteed (the "Note Guarantees") by (i) all of the Issuers' subsidiaries
that issue or guarantee any Equally and Ratably
https://www.sec.gov/Archives/edgar/data/833611/000119312518107888/d562778d424b2.htm[4/5/2018 11:30:34 AM]

Document Outline

#1">
- #1">