Obligation Charter Communications Inc. 6.484% ( US161175BA14 ) en USD

Charter Communications Inc.

91.417 % ▼

Etas-Unis

US161175BA14 ( en USD )

6.484% par an ( paiement semestriel )

23/10/2045

Prospectus brochure de l'obligation Charter Communications Operating US161175BA14 en USD 6.484%, échéance 23/10/2045

2 000 USD

3 499 875 000 USD

161175BA1

BBB- ( Qualité moyenne inférieure )

Ba1 ( Spéculatif )

23/10/2026 ( Dans 168 jours )

Charter Communications, opérant sous la marque Spectrum, est un important fournisseur américain de services de télécommunications, offrant des services de télévision par câble, internet haut débit et téléphonie.

L'obligation de type financier, émise par Charter Communications Operating, une entité majeure et bien établie dans le secteur des télécommunications aux États-Unis, fournissant des services d'accès à Internet, de télévision et de téléphonie, est identifiable par son code ISIN US161175BA14 et son code CUSIP 161175BA1, et s'inscrit comme une dette souveraine américaine. Actuellement cotée sur le marché à 96,389% de son pair en dollars américains (USD), cette émission offre un taux d'intérêt annuel de 6,484% et arrivera à maturité le 23 octobre 2045, avec une fréquence de paiement semestrielle de deux fois par an; d'une taille totale d'émission de 3 499 875 000 USD, elle est accessible aux investisseurs avec une taille minimale à l'achat de 2 000 USD, et sa qualité de crédit est attestée par les agences de notation, recevant un BBB- de Standard & Poor's (S&P) et un Ba1 de Moody's.

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-214024

PROSPECTUS
$15,500,000,000
CHARTER COMMUNICATIONS OPERATING, LLC and
CHARTER COMMUNICATIONS OPERATING CAPITAL CORP.
Offer to Exchange

New 3.579% Senior Secured Notes due 2020 for any and all outstanding 3.579% Senior Secured Notes due 2020
New 4.464% Senior Secured Notes due 2022 for any and all outstanding 4.464% Senior Secured Notes due 2022
New 4.908% Senior Secured Notes due 2025 for any and all outstanding 4.908% Senior Secured Notes due 2025
New 6.384% Senior Secured Notes due 2035 for any and all outstanding 6.384% Senior Secured Notes due 2035
New 6.484% Senior Secured Notes due 2045 for any and all outstanding 6.484% Senior Secured Notes due 2045
New 6.834% Senior Secured Notes due 2055 for any and all outstanding 6.834% Senior Secured Notes due 2055

·
Charter Communications Operating, LLC ("Charter Operating") and Charter Communications Operating Capital Corp. ("CCO Capital" and, together with Charter
Operating, the "Issuers") hereby offer to exchange:

·

new $2,000,000,000 aggregate principal amount of 3.579% Senior Secured Notes due 2020 (the "new 2020 notes"), the offer and sale of which have been

registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all of the outstanding unregistered $2,000,000,000 aggregate
principal amount of their 3.579% Senior Secured Notes due 2020 (the "original 2020 notes");

·

new $3,000,000,000 aggregate principal amount of 4.464% Senior Secured Notes due 2022 (the "new 2022 notes"), the offer and sale of which have been

registered under the Securities Act, for any and all of the outstanding unregistered $3,000,000,000 aggregate principal amount of their 4.464% Senior Secured
Notes due 2022 (the "original 2022 notes");

·

new $4,500,000,000 aggregate principal amount of 4.908% Senior Secured Notes due 2025 (the "new 2025 notes"), the offer and sale of which have been

registered under the Securities Act, for any and all of the outstanding unregistered $4,500,000,000 aggregate principal amount of their 4.908% Senior Secured
Notes due 2025 (the "original 2025 notes");

·

new $2,000,000,000 aggregate principal amount of 6.384% Senior Secured Notes due 2035 (the "new 2035 notes"), the offer and sale of which have been

registered under the Securities Act, for any and all of the outstanding unregistered $2,000,000,000 aggregate principal amount of their 6.384% Senior Secured
Notes due 2035 (the "original 2035 notes");

·

new $3,500,000,000 aggregate principal amount of 6.484% Senior Secured Notes due 2045 (the "new 2045 notes"), the offer and sale of which have been

registered under the Securities Act, for any and all of the outstanding unregistered $3,500,000,000 aggregate principal amount of their 6.484% Senior Secured
Notes due 2045 (the "original 2045 notes"); and

·

new $500,000,000 aggregate principal amount of 6.834% Senior Secured Notes due 2055 (the "new 2055 notes," and together with the new 2020 notes, the
new 2022 notes, the new 2025 notes, the new 2035 notes and the new 2045 notes, the "new notes"), the offer and sale of which have been registered under

the Securities Act, for any and all of the outstanding unregistered $500,000,000 aggregate principal amount of their 6.834% Senior Secured Notes due 2055
(the "original 2055 notes," and together with the original 2020 notes, the original 2022 notes, the original 2025 notes, the original 2035 notes, the original
2045 notes, the "original notes"),
in each case pursuant to the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of instruction (which together
constitute the "exchange offer").

·
This exchange offer expires at 11:59 p.m., New York City time, on December 1, 2016, unless extended (the "expiration date").

·
No public market currently exists for the original notes or the new notes. We do not intend to list the new notes on any securities exchange or to seek approval for
quotation through any automated quotation system.

This exchange offer is only being made for those original notes that were issued pursuant to Rule 144A and Regulation S promulgated under the Securities Act and which
are identified by CUSIP Nos. 161175AR5, 161175AS3, 161175AT1, 161175AU8, 161175AV6, 161175AW4, U16109AK3, U16109AL1, U16109AM9, U16109AN7,
U16109AP2 and U16109AQ0. The terms of the new notes are identical in all material respects to those of the original notes, except for certain transfer restrictions and
registration rights relating to the original notes. The new notes will be issued pursuant to, and entitled to the benefits of the indenture, dated as of July 23, 2015, by and
among the Issuers, CCO Safari II, LLC ("Safari II") and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the "Trustee") and as
collateral agent (in such capacity, the "Collateral Agent"), as supplemented by the first supplemental indenture, dated as of July 23, 2015, by and among Safari II, CCH II,
LLC, as limited guarantor, the Trustee and the Collateral Agent, the second supplemental indenture, dated as of May 18, 2016, by and among the Issuers, Safari II, the
Trustee and the Collateral Agent, and the third supplemental indenture, dated as of May 18, 2016, by and among CCO Holdings, LLC ("CCO Holdings" or the "Parent
Guarantor"), the other guarantors party thereto (the "Subsidiary Guarantors" and, together with the Parent Guarantor, the "Guarantors"), the Trustee and the Collateral
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Agent. Each of the Subsidiary Guarantors will unconditionally guarantee the new notes on a senior secured basis, and the Parent Guarantor will guarantee the new notes
on a senior unsecured basis.

You should carefully consider the risk factors beginning on page 15 of this prospectus before deciding whether or
not to participate in the exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is November 2, 2016.

Table of Contents
TABLE OF CONTENTS

Page
SUMMARY

1
RATIO OF CONSOLIDATED EARNINGS TO FIXED CHARGES

14
RISK FACTORS

15
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

25
THE EXCHANGE OFFER

26
DESCRIPTION OF NOTES

32
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

59
PLAN OF DISTRIBUTION

60
LEGAL MATTERS

61
EXPERTS

62
WHERE YOU CAN FIND MORE INFORMATION

63

INCORPORATION BY REFERENCE; ADDITIONAL INFORMATION
CCO Holdings, LLC, our direct parent company, files annual, quarterly, special reports and other information with the Securities and Exchange
Commission (the "SEC"). We are incorporating by reference certain information of the Parent Guarantor, of Charter Communications, Inc.
(previously our indirect parent company) and of Time Warner Cable Inc. filed with the SEC, which means that we disclose important information
to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, 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 the Parent Guarantor made with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (excluding any information furnished but not filed) prior to the termination of this exchange offer (collectively, the
"SEC Reports"):

· Charter Communications, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 10,

2016 (the "Annual Report");

· Portions of the Charter Communications, Inc. Definitive Proxy Statement filed with the SEC on March 17, 2016 that are incorporated by

reference into the Annual Report;

· Charter Communications, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on April 28, 2016;

· CCO Holdings, LLC's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the SEC on August 15, 2016;

· Charter Communications, Inc.'s Current Reports on Form 8-K filed with the SEC on February 12, 2016, February 22, 2016, April 7,

2016, April 27, 2016, May 2, 2016, May 18, 2016, May 19, 2016 and May 20, 2016 (in each case excluding any information furnished but
not filed);

· CCO Holdings, LLC's Current Reports on Form 8-K filed with the SEC on May 24, 2016, June 6, 2016, July 29, 2016, August 1, 2016,

October 7, 2016 and October 28, 2016;

· The audited consolidated financial statements 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

· The unaudited consolidated financial statements of Time Warner Cable Inc. on pages 20 to 46 of Time Warner Cable Inc.'s Quarterly Report

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on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on April 28, 2016.
The information in the above filings speaks only as of the respective dates thereof, or, where applicable, the dates identified therein. You may read
and copy any document we file with the SEC at the SEC's public reference

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room at 450 Fifth Street, N.W., in 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. In
addition, our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K
and amendments to those reports, are available free of charge on Charter's website (www.charter.com) as soon as reasonably practicable after they
are filed with, or furnished to, the SEC. Our website and the information contained on that site, or connected to that site, are not incorporated into
and are not a part of this prospectus. 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, 10th Floor
Stamford, CT 06901
Attention: Investor Relations
Telephone: (203) 905-7801
In order to ensure timely delivery, Holders must request the information from us no later than five business days prior to the expiration
date.
In reliance on Rule 12h-5 under the Exchange Act, neither of the Issuers intends 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, LLC filed with the SEC pursuant to the Exchange Act.
WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ABOUT THE
OFFERING THAT IS DIFFERENT FROM, OR IN ADDITION TO, THAT CONTAINED IN THIS PROSPECTUS OR IN ANY OF THE
MATERIALS THAT ARE INCORPORATED INTO THIS PROSPECTUS. THEREFORE, IF ANYONE DOES GIVE YOU INFORMATION
OF THIS SORT, YOU SHOULD NOT RELY ON IT. IF YOU ARE IN A JURISDICTION WHERE OFFERS TO EXCHANGE OR SELL, OR
SOLICITATIONS OF OFFERS TO EXCHANGE OR PURCHASE, THE SECURITIES OFFERED BY THIS PROSPECTUS ARE
UNLAWFUL, OR IF YOU ARE A PERSON TO WHOM IT IS UNLAWFUL TO DIRECT THESE TYPES OF ACTIVITIES, THEN THE
OFFER PRESENTED IN THIS PROSPECTUS DOES NOT EXTEND TO YOU.
YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE
OTHER THAN THE DATE OF THIS PROSPECTUS AND THE MAILING OF THIS PROSPECTUS SHALL NOT CREATE AN
IMPLICATION TO THE CONTRARY.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of 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 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 section titled "Risk Factors" in this prospectus and in the documents incorporated by reference in
this prospectus, including the Quarterly Report on Form 10-Q of CCO Holdings, LLC for the quarterly period ended June 30, 2016 (the "Quarterly
Report"). Many of the forward-looking statements contained in this 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," "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
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this prospectus are set forth in this prospectus, in the Quarterly Report, our other periodic reports and other reports or documents that we file from
time to time with the SEC, and include, but are not limited to:
Risks Related to the recently completed Transactions

·
our ability to achieve the synergies and value creation contemplated by (i) the transactions completed pursuant to the Agreement and Plan of
Mergers, dated as of May 23, 2015 (the "Merger Agreement"), by and among Time Warner Cable Inc. ("Legacy TWC"), Charter
Communications, Inc. prior to the closing of the Merger Agreement ("Legacy Charter"), CCH I, LLC, previously a wholly owned subsidiary
of Legacy Charter ("New Charter") and certain other subsidiaries of New Charter (the "TWC Transaction") and (ii) the acquisition of Bright
House Networks, LLC ("Legacy Bright House") pursuant to the Contribution Agreement, dated March 31, 2015, by and among Legacy
Charter, New Charter, Advance/Newhouse Partnership, A/NPC Holdings LLC, and Charter Communications Holdings, LLC, as amended
(the "Bright House Transaction" and, together with the TWC Transaction, the "Transactions");

·
our ability to promptly, efficiently and effectively integrate acquired operations;

·
managing a significantly larger company than before the completion of the Transactions;

·
diversion of management time on issues related to the integration of the Transactions;

·
changes in Legacy Charter, Legacy TWC or Legacy Bright House operations' businesses, future cash requirements, capital requirements,
results of operations, revenues, financial condition and/or cash flows;

·
disruption in our business relationships as a result of the Transactions;

·
the increase in indebtedness as a result of the Transactions, which will increase interest expense and may decrease our operating flexibility;

·
operating costs and business disruption that may be greater than expected;

·
the ability to retain and hire key personnel and maintain relationships with providers or other business partners; and

·
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.
Risks Related to Our Business

·
our ability to sustain and grow revenues and cash flow from operations by offering video, Internet, voice, 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;

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·
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;

·
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);

·
our ability to develop and deploy new products and technologies, including 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 or potential business combination transactions;

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

·
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

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·
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.

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SUMMARY
This summary contains a general discussion of our business and the exchange offer. It does not contain all the information that you should
consider before making a decision regarding whether to tender your original notes in exchange for new notes. For a more complete
understanding of the exchange offer, you should read this entire prospectus, the information incorporated by reference herein and the related
documents to which we refer.
The Parent Guarantor is an indirect subsidiary of New Charter (which is now known as Charter Communications, Inc). The Parent
Guarantor is a holding company with no operations of its own. Charter Operating and CCO Capital are direct, wholly owned subsidiaries of
the Parent Guarantor. Charter Operating is a holding company with no operations of its own. CCO Capital is a company with no operations
of its own and no subsidiaries. The Parent Guarantor and its direct and indirect subsidiaries, including Charter Operating and its direct and
indirect subsidiaries as well as CCO Capital, are managed by New Charter. The additional Registrant Guarantors are direct and indirect
subsidiaries of Charter Operating. For a chart showing our ownership structure, see page 3.
Unless otherwise stated, the discussion in this prospectus of our business and operations includes the business of the Parent Guarantor and
its direct and indirect subsidiaries. Unless otherwise stated, all business data included in this summary is as of June 30, 2016.
Charter Operating and CCO Capital are sometimes referred to in this prospectus collectively as the "Issuers" and each individually as an
"Issuer." The terms "we," "us" and "our" refer to the Parent Guarantor 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 company providing video,
Internet and voice services to residential and business customers. We also sell video and online advertising inventory to local, regional and
national advertising customers, and networking and transport services (including cell tower backhaul services) and enterprise-class, cloud-
enabled hosting, managed applications to business customers and own and operate regional sports networks and local sports, news and
lifestyle channels. Our residential services also include security and home management services.
As of June 30, 2016, we served approximately 25.6 million residential and small and medium business customers. We sell our video,
Internet and telephone services primarily on a subscription basis, often in a bundle of two or more services, providing savings and convenience
to our customers. Bundled services are available to approximately 99% of our passings, and approximately 62% of our customers subscribe to
a bundle of services.
We served approximately 16.9 million residential video customers as of June 30, 2016. We completed an all-digital rollout in the Legacy
Charter systems in 2014, and substantially all of those markets now offer over 200 high definition ("HD") channels and faster Internet speeds.
We have launched the Charter Spectrum® brand in our Legacy Charter all-digital markets. Managing the all-digital transition in the Legacy
TWC and Legacy Bright House footprint is a key priority and we expect to complete those initiatives by the end of 2018. Digital video enables
our customers to access advanced video services such as HD television, video on demand programming, an interactive program guide and
digital video recorder service.
We also served approximately 20.7 million residential Internet customers as of June 30, 2016. Our Internet service is available in a
variety of download speeds up to 300 megabits per second ("Mbps") and upload speeds of up to 5 Mbps. Approximately 90% of Legacy
Charter's Internet customers have at least 60 Mbps download speed, compared to approximately 28% at Legacy TWC and 32% at Legacy
Bright House.

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We provided voice service to approximately 10.3 million residential customers as of June 30, 2016. Our voice services typically include
unlimited local and long distance calling to the United States, Canada and Puerto Rico, as well as other locations, plus other features, including
voicemail, call waiting and caller ID.
Through Spectrum Business®, we provide scalable, tailored broadband communications solutions to business and carrier organizations,
such as video entertainment services, Internet access, business telephone services, data networking and fiber connectivity to cellular towers
and office buildings. As of June 30, 2016, we served approximately 2.3 million small and medium business primary service units ("PSUs"),
and approximately 90,000 enterprise PSUs. Our advertising sales division, Spectrum Reach®, provides local, regional and national businesses
with the opportunity to advertise in individual markets on cable television networks.
For the six months ended June 30, 2016, we generated approximately $8.7 billion in revenue, of which approximately 82% was
generated from our residential video, Internet and voice services. For the year ended December 31, 2015, we generated approximately $9.8
billion in revenue, of which approximately 83% was generated from residential video, Internet and voice services. We also generated revenue
from providing video, Internet, voice and fiber connectivity services to commercial businesses and from the sale of advertising. Sales from
residential Internet and triple play customers (customers receiving all three service offerings, video, Internet and voice) and from commercial
services have contributed to the majority of our recent revenue growth.
We have a history of net losses. Our net losses were principally attributable to insufficient revenue to cover the combination of operating
expenses, interest expenses that we incur on our debt, depreciation expenses resulting from the capital investments we have made, and
continue to make, in our cable properties, amortization expenses related to our customer relationship intangibles and higher non-cash tax
expense.
Our Corporate Information
Legacy Charter was organized as a Delaware corporation in 1999. The Parent Guarantor was formed as a Delaware limited liability
company and an indirect subsidiary of Legacy Charter in 2003. New Charter was formed as a Delaware limited liability company in 2003. In
connection with the Transactions completed on May 18, 2016, New Charter converted to a Delaware corporation, changed its name to Charter
Communications, Inc. and became the ultimate indirect parent company of the Parent Guarantor. Charter Operating was organized as a
Delaware limited liability company in 1999. CCO Capital was organized as a Delaware corporation in 2004.
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 this 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 and is not part of this 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. Indebtedness amounts shown below are principal amounts as of June 30, 2016.

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(1)
CCO Holdings/CCO Holdings Capital:
5.250% senior notes due 2021 ($500 million aggregate principal amount outstanding)
6.625% senior notes due 2022 ($750 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)
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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 ($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)
5.500% senior notes due 2026 ($1.5 billion aggregate principal amount outstanding)
5.750% senior notes due 2026 ($2.5 billion aggregate principal amount outstanding)
5.875% senior notes due 2027 ($800 million aggregate principal amount outstanding)

(2)
Charter Operating/CCO Capital:
3.579% senior secured notes due 2020 ($2.0 billion principal amount outstanding)
4.464% senior secured notes due 2022 ($3.0 billion principal amount outstanding)
4.908% senior secured notes due 2025 ($4.5 billion principal amount outstanding)
6.384% senior secured notes due 2035 ($2.0 billion principal amount outstanding)
6.484% senior secured notes due 2045 ($3.5 billion principal amount outstanding)
6.834% senior secured notes due 2055 ($500 million principal amount outstanding)
Charter Operating credit facilities (approximately $9.0 billion principal amount outstanding)
Guarantees: The obligations under the Charter Operating credit facilities and the original notes are (and the obligations under the new notes
will be) guaranteed by CCO Holdings and the additional Registrant Guarantors, which include the subsidiaries of Charter Operating holding
the operating assets of Legacy TWC and Legacy Bright House.
Security Interest: The obligations under the Charter Operating credit facilities and the original notes are (and the obligations under the new
notes will be) secured by a first-priority lien on substantially all of the assets of Charter Operating and its subsidiaries, including the
subsidiaries of Charter Operating holding the operating assets of Legacy TWC and Legacy Bright House.
Intercompany loans: Charter Operating is the obligor under intercompany loans totaling $1.1 billion as of June 30, 2016, as follows: $640
million owed by Charter Operating to Charter Communications Holding Company, LLC and $494 million owed by Charter Operating to the
Parent Guarantor.

(3)
TWC LLC:
5.850% notes due 2017 ($2.0 billion aggregate principal amount outstanding)
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)
5.750% notes due 2031 ($833 million aggregate principal amount outstanding, including £625 million valued at US$833 million as of June 30,
2016 using the exchange rate at such date)
6.550% debentures due 2037 ($1.5 billion aggregate principal amount outstanding)

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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 ($867 million aggregate principal amount outstanding, including £650 million valued at US$867 million as of June 30,
2016 using the exchange rate at such date)
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4.500% debentures due 2042 ($1.25 billion aggregate principal amount outstanding)
Guarantees: The TWC LLC notes and debentures are guaranteed by CCO Holdings, Charter Operating, CCO Capital and the Additional
Registrant Guarantors (other than TWC LLC), including the subsidiaries of Charter Operating holding the operating assets of Legacy TWC
and Legacy Bright House.
Security Interest: The TWC LLC notes and debentures are secured (i) on a pari passu basis with the liens on the collateral securing obligations
under the Charter Operating credit agreement and any permitted refinancing thereof and (ii) on a pari passu basis with the liens on the
collateral securing the original notes and, following the consummation of the exchange offer, the new notes.

(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)
Guarantees: The TWCE debentures are guaranteed by CCO Holdings, Charter Operating, CCO Capital and the Additional Registrant
Guarantors (other than TWCE), including the subsidiaries of Charter Operating 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
Charter Operating credit agreement and any permitted refinancing thereof and (ii) on a pari passu basis with the liens on the collateral securing
the original notes, and following the consummation of the exchange offer, the new notes.

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Table of Contents
The Exchange Offer

Original Notes
3.579% Senior Secured Notes due 2020, CUSIP Nos. 161175AR5 and U16109AK3,
originally issued on July 23, 2015.

4.464% Senior Secured Notes due 2022, CUSIP Nos. 161175AS3 and U16109AL1,

originally issued on July 23, 2015.

4.908% Senior Secured Notes due 2025, CUSIP Nos. 161175AT1 and U16109AM9,

originally issued on July 23, 2015.

6.384% Senior Secured Notes due 2035, CUSIP Nos. 161175AU8 and U16109AN7,

originally issued on July 23, 2015.

6.484% Senior Secured Notes due 2045, CUSIP Nos. 161175AV6 and U16109AP2,

originally issued on July 23, 2015.

6.834% Senior Secured Notes due 2055, CUSIP Nos. 161175AW4 and U16109AQ0,

originally issued on July 23, 2015.

New Notes
3.579% Senior Secured Notes due 2020, the offer and sale of which have been
registered under the Securities Act.

4.464% Senior Secured Notes due 2022, the offer and sale of which have been

registered under the Securities Act.

4.908% Senior Secured Notes due 2025, the offer and sale of which have been
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registered under the Securities Act

6.384% Senior Secured Notes due 2035, the offer and sale of which have been

registered under the Securities Act.

6.484% Senior Secured Notes due 2045, the offer and sale of which have been

registered under the Securities Act.

6.834% Senior Secured Notes due 2055, the offer and sale of which have been

registered under the Securities Act.

Background to the Exchange Offer
We are offering to issue new notes in a registered exchange offer in exchange for a like
principal amount, like interest rate and maturity and like denomination of our original
notes. We are offering to issue these new notes to satisfy our obligations under an
exchange and registration rights agreement that we entered into with the initial
purchasers of the original notes when we sold the original notes in a transaction that was
exempt from the registration requirements of the Securities Act. You may tender your
original notes for exchange by following the procedures described under the caption
"The Exchange Offer."

This exchange offer is only being made for those original notes that were issued
pursuant to Rule 144A and Regulation S promulgated under the Securities Act and
which are identified by the CUSIP numbers identified above.

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Table of Contents
Tenders; Expiration Date; Withdrawal
The exchange offer will expire at 11:59 p.m., New York City time, on December 1,
2016, which is 20 business days from the date this registration statement is declared
effective, unless we extend it. If you decide to exchange your original notes for new
notes, you must acknowledge that you are not engaging in, and do not intend to engage
in, a distribution of the new notes. You may withdraw any original notes that you tender
for exchange at any time prior to the expiration of the exchange offer. If we decide for
any reason not to accept any original notes you have tendered for exchange, those
original notes will be returned to you without cost promptly after the expiration or
termination of the exchange offer. See "The Exchange Offer--Terms of the Exchange
Offer" for a more complete description of the tender and withdrawal procedures.

Accrued Interest on the New Notes and the Original
The new 2020 notes, the new 2022 notes and the new 2025 notes will bear interest from
Notes
July 23, 2016. The new 2035 notes, the new 2045 notes and the new 2055 notes will
bear interest from October 23, 2016.

Conditions to the Exchange Offer
The exchange offer is subject to customary conditions, some of which we may waive.
See "The Exchange Offer--Conditions to the Exchange Offer" for a description of the
conditions. Other than the federal securities laws, we are not subject to federal or state
regulatory requirements in connection with the exchange offer.

Certain Federal Income Tax Considerations
The exchange of original notes for new notes in the exchange offer will not be a taxable
event for United States federal income tax purposes. See "Certain United States Federal
Income Tax Considerations."

Exchange Agent
The Bank of New York Mellon Trust Company, N.A. is serving as the Exchange Agent.
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Document Outline

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