Obligation Charter Communications Inc. 5.125% ( US161175BS22 ) en USD

Charter Communications Inc.

80.626 % ▲

Etas-Unis

US161175BS22 ( en USD )

5.125% par an ( paiement semestriel )

30/06/2049

Prospectus brochure de l'obligation Charter Communications Operating US161175BS22 en USD 5.125%, échéance 30/06/2049

1 000 USD

1 250 000 000 USD

161175BS2

BBB- ( Qualité moyenne inférieure )

Ba1 ( Spéculatif )

01/07/2026 ( Dans 54 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 émise par Charter Communications Inc. ( Etas-Unis ) , en USD, avec le code ISIN US161175BS22, paye un coupon de 5.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/06/2049

L'Obligation émise par Charter Communications Inc. ( Etas-Unis ) , en USD, avec le code ISIN US161175BS22, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Charter Communications Inc. ( Etas-Unis ) , en USD, avec le code ISIN US161175BS22, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B2 1 d740104d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Nos:
333-222241-02 to 333-222241-33,
333-222241-41,333-222241-43,
333-222241-47, 333-222241-48,
333-222241-69, 333-222241-79,
333-222241-80,
333-222241-85 to 333-222241-93,
333-222241-95 to 333-222241-98,
333-222241-100 to 333-222241-106,
333-222241-108,
333-222241-110 to 333-222241-120,
333-222241-125, 333-222241-130,
333-222241-152, 333-222241-153,
333-222241-166, 333-222241-171,
333-222241-174, 333-222241-179,
333-222241-181, 333-222241-183,
333-222241-185, 333-222241-187,
333-222241-189,
333-222241-191 to 333-222241-196,
333-222241-198 to 333-222241-202,
333-222241-205, 333-222241-206,
333-222241-208,
333-222241-210 to 333-222241-216,
333-222241-219, 333-222241-220,
333-222241-223, 333-222241-225,
333-222241-227 to 333-222241-231,
333-222241-233,
333-222241-235 to 333-222241-240,
333-222241-244,
333-222241-245 to 333-222241-248
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Offering Price

Registration Fee(1)
5.125% Senior Secured Notes due 2049

$1,250,000,000

99.880%

$1,248,500,000

$151,319
Guarantees of 5.125% Senior Secured Notes due 2049

N/A

N/A

N/A

--
Total

$1,250,000,000

--

$1,248,500,000

$151,319

(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)
$1,250,000,000

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Final Prospectus Supplement
Charter Communications Operating, LLC
Charter Communications Operating Capital Corp.
5.125% Senior Secured Notes due 2049
Charter Communications Operating, LLC, a Delaware limited liability company ("CCO"), and Charter Communications Operating Capital Corp., a Delaware
corporation ("CCO Capital" and, together with CCO, the "Issuers"), are offering $1,250,000,000 aggregate principal amount of 5.125% Senior Secured Notes due 2049
(the "Notes"). The Notes will mature on July 1, 2049. The Issuers will pay interest on the Notes on each January 1 and July 1, commencing January 1, 2020.
The Issuers may redeem some or all of the Notes at any time prior to January 1, 2049 at a price equal to 100% of the principal amount of the 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 Notes at any time on or after January 1, 2049 at a price equal to 100% of the principal amount of the 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 Notes.
The Notes will be the Issuers' senior secured obligations and will rank equally in right of payment with all of the Issuers' existing and future senior debt. The
Notes will be effectively senior to the Issuers' unsecured debt to the extent of the value of the assets securing the Notes and structurally subordinated to the debt and
other liabilities of the Issuers' subsidiaries that do not guarantee the Notes. The Notes will be guaranteed (i) on a senior secured basis by all of the subsidiaries of CCO
and CCO Capital that guarantee the obligations of CCO under the Credit Agreement (as defined herein) (such subsidiaries, the "Subsidiary Guarantors") and (ii) on a
senior unsecured basis by CCO Holdings, LLC, a Delaware limited liability company ("CCO Holdings"). The Notes and the guarantees will be secured by a pari
passu, first priority security interest, subject to permitted liens, in the Issuers' and the Subsidiary Guarantors' assets that secure obligations under the Credit Agreement,
the Existing TWC Notes and the Existing Secured Notes (each as defined below under "Certain Definitions").
This prospectus supplement includes additional information about the terms of the Notes, including optional redemption prices and covenants.
See "Risk Factors," which begins on page S-11 of this prospectus supplement and page 4 of the accompanying
prospectus, for a discussion of certain of the risks you should consider before investing in the Notes.

Per Note

Total

Public offering price

99.880%(1)
$1,248,500,000(1)
Underwriting discount

0.625%

$
7,803,125
Estimated proceeds to us, before expenses

99.256%(1)
$1,240,696,875(1)

(1) Plus accrued interest from July 10, 2019, 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 July 10, 2019.
Joint Book-Running Managers

Citigroup

J.P. Morgan

Morgan Stanley
BofA Merrill Lynch

Credit Suisse

Deutsche Bank Securities
Goldman Sachs & Co. LLC

Mizuho Securities

MUFG
RBC Capital Markets

TD Securities

Wells Fargo Securities
Co-Managers

Barclays

BNP PARIBAS

Scotiabank

SMBC Nikko
SunTrust Robinson Humphrey

Credit Agricole CIB

US Bancorp

LionTree
Mischler Financial Group, Inc.

R. Seelaus & Co., LLC

Ramirez & Co., Inc.

The Williams Capital Group, L.P.
The date of this prospectus supplement is June 25, 2019.
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
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Final Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
S-iii
INDUSTRY AND MARKET DATA
S-v
INCORPORATION BY REFERENCE; ADDITIONAL INFORMATION
S-vi
CERTAIN DEFINITIONS
S-vii
SUMMARY
S-1
RISK FACTORS
S-11
USE OF PROCEEDS
S-20
CAPITALIZATION
S-21
SELECTED CONSOLIDATED FINANCIAL DATA
S-24
DESCRIPTION OF CERTAIN INDEBTEDNESS
S-25
DESCRIPTION OF NOTES
S-30
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
S-56
UNDERWRITING
S-61
LEGAL MATTERS
S-66
EXPERTS
S-66
WHERE YOU CAN FIND MORE INFORMATION
S-66
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.

S-ii
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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
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Final Prospectus Supplement
the accompanying prospectus, including CCO Holdings' annual report on Form 10-K for the year ended December 31, 2018 (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 sustain and grow revenues and cash flow from operations by offering video, Internet, voice, mobile, advertising and other
services to residential and commercial customers, to adequately meet the customer experience demands in our service areas and to maintain

and grow our customer base, particularly in the face of increasingly aggressive competition, the need for innovation and the related capital
expenditures;

· the impact of competition from other market participants, including but not limited to incumbent telephone companies, direct broadcast satellite
operators, wireless broadband and telephone providers, digital subscriber line 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;

· our ability to efficiently and effectively integrate acquired operations;

· 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 acquisition of Time Warner Cable Inc. and Bright
House Networks, LLC;

· 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 mobile products, and any other consumer services and service

platforms;

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

· the ability to retain and hire key personnel;

S-iii
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· 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.

S-iv
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INDUSTRY AND MARKET DATA
In this prospectus supplement, we rely on and refer to information and statistics regarding our industry. We obtained this market data from
independent industry publications or other publicly available information. Although we believe that these sources are reliable, we and the underwriters have
not independently verified and do not guarantee the accuracy and completeness of this information.

S-v
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Final Prospectus Supplement
Table of Contents
INCORPORATION BY REFERENCE; ADDITIONAL INFORMATION
CCO Holdings files annual, quarterly, special reports and other information with the SEC. The Issuers are incorporating by reference certain
information of CCO Holdings, 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 (excluding any information furnished
but not filed) prior to the termination of this offering (collectively, the "SEC Reports"):

· Charter's Current Report on Form 8-K filed with the SEC on 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, 2018, filed with the SEC on February 8, 2019 (the "Annual

Report");

· CCO Holdings' Quarterly Report on Form 10-Q for the three months ended March 31, 2019, filed with the SEC on April 30, 2019;

· CCO Holdings' Current Reports on Form 8-K filed with the SEC on March 9, 2017, January 17, 2019, January 24, 2019, January 30, 2019,

April 29, 2019 and May 30, 2019; and

· Time Warner Cable Inc.'s unaudited consolidated financial statements 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.
The information in the above filings speaks only as of the respective dates thereof or, where applicable, the dates identified therein. Any statement
contained in a document incorporated or deemed to be incorporated by reference into this prospectus supplement and the accompanying prospectus will be
deemed to be modified or superseded for purposes of this prospectus supplement and the accompanying prospectus to the extent that a statement contained
in the prospectus, this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus
supplement and the accompanying prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as
so modified or superseded, to constitute a part of this prospectus supplement or the accompanying prospectus.
You may read and copy any document that we file with the SEC at the SEC's website at www.sec.gov. You may also obtain a copy of these filings
at no cost by writing to or telephoning us at the following address:
Charter Communications, Inc.
400 Atlantic Street
Stamford, Connecticut 06901
Attention: Investor Relations
Telephone: (203) 905-7801
In reliance on Rule 12h-5 under the Exchange Act, the Issuers do not intend to file annual reports, quarterly reports, current reports or transition
reports with the SEC. For so long as the Issuers rely on Rule 12h-5, certain financial information pertaining to the Issuers will be included in the financial
statements of CCO Holdings filed with the SEC pursuant to the Exchange Act.

S-vi
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CERTAIN DEFINITIONS
When used in this prospectus supplement (other than the section "Description of Notes"), the following capitalized terms have the meanings set forth
below:
"Bright House" means Bright House Networks, LLC, a Delaware limited liability company.
"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.
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Final Prospectus Supplement
"Charter" means Charter Communications, Inc., a Delaware corporation.
"Charter Holdco" means Charter Communications Holding Company, LLC, a Delaware limited liability company.
"Charter Holdings" means Charter Communications Holdings, LLC, a Delaware limited liability company.
"Collateral" means all property and assets, whether now owned or hereafter acquired, in which liens are, from time to time, purported to be granted
to secure obligations in respect of the Notes pursuant to the security documents.
"Credit Agreement" means the Credit Agreement, dated as of March 18, 1999, as amended and restated as of April 26, 2019, among CCO Holdings,
CCO, the lenders party thereto, Bank of America, N.A., as administrative agent, and the other parties thereto together with the related documents thereto
(including any term loans and revolving loans thereunder, any guarantees and security documents), as further amended, amended and restated, extended,
renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other
provisions) from time to time, and any agreement (and related document) governing indebtedness incurred to refinance, in whole or in part, the borrowings
and commitments then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement, whether by the same or
any other lender or group of lenders.
"Equally and Ratably Secured Indebtedness" means obligations under the Credit Agreement, the Existing Secured Notes and the Existing TWC
Notes and any other outstanding (now or in the future) indebtedness that has a pari passu lien on the collateral securing the obligations under the Credit
Agreement, the Existing Secured Notes and the Existing TWC Notes, the holders of which indebtedness are subject to an intercreditor agreement.
"Existing Secured Notes" means the previously issued secured debt securities of the Issuers outstanding on the date hereof.
"Existing TWC Notes" means: (i) TWC's 8.250% notes due 2019, (ii) TWC's 5.000% notes due 2020, (iii) TWC's 4.125% notes due 2021,
(iv) TWC's 4.000% notes due 2021, (v) TWC's 5.750% notes due 2031, (vi) TWC's 6.550% debentures due 2037, (vii) TWC's 7.300% debentures due
2038, (viii) TWC's 6.750% debentures due 2039, (ix) TWC's 5.875% debentures due 2040, (x) TWC's 5.500% debentures due 2041, (xi) TWC's 5.250%
notes due 2042, (xii) TWC's 4.500% debentures due 2042, (xiii) TWCE's 8.375% debentures due 2023 and (xiv) TWCE's 8.375% debentures due 2033.
"Issuers" means, collectively, CCO and CCO Capital.

S-vii
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"Subsidiary Guarantors" means all of the Issuers' subsidiaries that issue or guarantee any Equally and Ratably Secured Indebtedness, including
indebtedness under the Credit Agreement, the Existing Secured Notes and the Existing TWC Notes.
"TWC" means Time Warner Cable, LLC, a Delaware limited liability company.
"TWCE" means Time Warner Cable Enterprises LLC, a Delaware limited liability company.
"TWCI" means Time Warner Cable, Inc., a Delaware corporation.

S-viii
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. CCO Holdings is a holding company
with no operations of its own and CCO and CCO Capital are direct, wholly owned subsidiaries of CCO Holdings. CCO is a holding company with no
operations of its own, and CCO Capital is a company with no operations of its own and no subsidiaries. CCO Holdings and its direct and indirect
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Final Prospectus Supplement
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 with no operations of its own whose principal asset is a controlling equity interest in Charter Communications
Holdings, LLC and an indirect owner of CCO under which all of the operations reside. Unless otherwise stated, the discussion in this prospectus
supplement of our business and operations includes the business of CCO Holdings and its direct and indirect subsidiaries. Unless otherwise stated,
all business data included in this summary is as of March 31, 2019.
The terms "we," "us" and "our," as used in this prospectus supplement refer to CCO Holdings and its direct and indirect subsidiaries on a
consolidated basis. The phrases "on a pro forma basis" and "on a pro forma as adjusted basis" mean, when used with respect to an amount stated
in this prospectus supplement, such amounts as calculated and described under "Capitalization."
Our Business
We are the second largest cable operator in the United States and a leading broadband communications services company providing video,
Internet and voice services to approximately 28.5 million residential and small and medium business customers at March 31, 2019. We also recently
launched our mobile service to residential customers. 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.
Since the close of the acquisitions in 2016 of TWCI and Bright House, we have been focused on integrating the practices and systems of
Charter, TWCI and Bright House, centralizing our product, marketing, sales and service operations, insourcing the TWCI and Bright House
workforces in our call centers and field operations, and rolling out Spectrum pricing and packaging ("SPP") to TWCI and Bright House service areas.
In 2018, we completed the conversion of the remaining TWCI and Bright House analog service areas to an all-digital platform enabling us to deliver
more HD channels and higher Internet speeds. Nearly all of our footprint is now all-digital. Additionally, we have doubled minimum Internet speeds
to 200 Mbps in a number of service areas at no additional cost to new and existing SPP Internet customers. In 2018, leveraging DOCSIS 3.1
technology, we also expanded the availability of our Spectrum Internet Gig service to nearly all of our footprint. With our integration nearly complete,
we are focused on operating as one company, with a unified product, marketing and service infrastructure, which will allow us to accelerate growth
and innovate faster. With significantly less

S-1
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customer-facing change expected in 2019, we are focused on deploying superior products and service with minimal service disruptions. We expect
our growing levels of productivity will result in lower customer churn, longer customer lifetimes and improved productivity with fewer customer calls
and truck rolls. With almost 80% of our residential customer base currently in SPP packages, we expect additional benefits from higher SPP
penetration and as current SPP customers roll off introductory pricing combined with modest price increases. Further, we expect to continue to drive
customer relationship growth through sales of video, Internet, and wireline and mobile voice packaged services. Additionally, with the completion of
our all-digital conversion, roll-out of DOCSIS 3.1 technology across our footprint, and the integration of TWCI and Bright House mostly complete,
we expect a meaningful reduction in capital expenditures in dollars and as a percent of revenue in 2019.
At the end of the second quarter of 2018, we launched our mobile product, Spectrum Mobile, under our MVNO reseller agreement with
Verizon. Our Spectrum Mobile service is offered to our residential customers subscribing to our Internet service and runs on Verizon's mobile
network combined with Spectrum WiFi. We began mass market advertising of Spectrum Mobile in September 2018. We also continue to explore
ways to manage our own network and drive even more mobile traffic to our network through our continued deployment of in-home and outdoor WiFi
hotspots. In 2018, we invested in our mobile operating partnership with Comcast Corporation, with a portion representing our equity investment in
the partnership and a portion representing a prepayment of software development and related services for the mobile back office platform. As the
partnership delivers services, we will reflect such services as capital or operating expense depending on the nature of services delivered.
Recent Developments
On April 26, 2019, CCO, CCO Holdings and certain of CCO's subsidiaries entered into that certain Restatement Agreement (the "Restatement
Agreement") with the Lenders (as defined therein) party thereto and Bank of America, N.A., as administrative agent (the "Administrative Agent") to
the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated on December 21, 2017 and as amended by
Amendment No. 1 as of January 24, 2019, by and among CCO, CCO Holdings, certain of CCO's subsidiaries, the Lenders party thereto and the
Administrative Agent (such credit agreement as in effect immediately prior to the Restatement Agreement, the "Existing Credit Agreement").
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Final Prospectus Supplement
The changes to the Existing Credit Agreement include, among other things, (i) making technical modifications to various representations and
covenants to conform them to current market standards (including but not limited to intellectual property, environmental matters and ERISA), (ii)
clarifying certain definitions related to such modified representations and covenants and (iii) increasing basket sizes (including the addition of certain
grower components) to reflect the growth of CCO and its subsidiaries since the date of the Existing Credit Agreement.
On May 23, 2019, CCO Holdings and CCO Holdings Capital issued $750 million aggregate principal amount of 5.375% Senior Notes due 2029
(the "Existing 2029 Notes") to qualified institutional buyers in reliance on Rule 144A and outside the United States to non-U.S. persons in reliance
on Regulation S. The proceeds from the sale of the Existing 2029 Notes were used for general corporate purposes, including funding buybacks of
Class A common stock of Charter and common units of Charter Holdings, and to repay a portion of the revolving portion of the CCO credit facilities.
Substantially concurrently with the offering of the Notes offered hereby, CCO Holdings and CCO Holdings Capital intend to offer an additional
$750 million aggregate principal amount of 5.375% Senior Notes due 2029 (the "New CCOH Notes"), which will form part of the same series as the
Existing 2029 Notes, to qualified institutional buyers in reliance on Rule 144A and outside the United States to non-U.S. persons in reliance on

S-2
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Regulation S. The net proceeds from the sale of the New CCOH Notes are expected to be used (i) for general corporate purposes, including to fund
potential buybacks of Class A common stock of Charter or common units of Charter Holdings, and (ii) to repay certain indebtedness. This offering is
not conditioned on the consummation of the offering of the New CCOH Notes.
Our Corporate Information
Our principal executive offices are located at 400 Atlantic Street, Stamford, Connecticut 06901. Our telephone number is (203) 905-7801, and
we have a website accessible at www.spectrum.com. Our periodic reports and Current Reports on Form 8-K, and all amendments thereto, are
available on our website free of charge as soon as reasonably practicable after they have been filed. The information posted on our website is not
incorporated into this prospectus supplement or the accompanying prospectus and is not part of this prospectus supplement or the accompanying
prospectus.

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Legal Entity Structure
The chart below sets forth our entity structure and that of our direct and indirect parent companies and subsidiaries. This chart does not include
all of our affiliates and subsidiaries and, in some cases, we have combined separate entities for presentation purposes. The equity ownership
percentages shown below are approximations. Unless otherwise noted, indebtedness amounts shown below are principal amounts as of March 31,
2019.

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Final Prospectus Supplement

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(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)
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Final Prospectus Supplement
5.875% senior notes due 2024 ($1.7 billion aggregate principal amount outstanding)
5.375% senior notes due 2025 ($750 million aggregate principal amount outstanding)
5.750% senior notes due 2026 ($2.5 billion aggregate principal amount outstanding)
5.500% senior notes due 2026 ($1.5 billion aggregate principal amount outstanding)
5.875% senior notes due 2027 ($800 million aggregate principal amount outstanding)
5.125% senior notes due 2027 ($3.25 billion aggregate principal amount outstanding)
5.000% senior notes due 2028 ($2.5 billion aggregate principal amount outstanding)
Issuers of the Existing 2029 Notes and the New CCOH Notes.

(2)
CCO/CCO Capital:
3.579% senior secured notes due 2020 ($2.0 billion aggregate principal amount outstanding)
4.464% senior secured notes due 2022 ($3.0 billion aggregate principal amount outstanding)
Senior secured floating rate notes due 2024 ($900 million aggregate principal amount outstanding)
4.500% senior secured notes due 2024 ($1.1 billion aggregate principal amount outstanding)
4.908% senior secured notes due 2025 ($4.5 billion aggregate principal amount outstanding)
3.750% senior secured notes due 2028 ($1.0 billion aggregate principal amount outstanding)
4.200% senior secured notes due 2028 ($1.25 billion aggregate principal amount outstanding)
5.050% senior secured notes due 2029 ($1.25 billion aggregate principal amount outstanding)
6.384% senior secured notes due 2035 ($2.0 billion aggregate principal amount outstanding)
5.375% senior secured notes due 2038 ($800 million aggregate principal amount outstanding)
6.484% senior secured notes due 2045 ($3.5 billion aggregate principal amount outstanding)
5.375% senior secured notes due 2047 ($2.5 billion aggregate principal amount outstanding)
5.750% senior secured notes due 2048 ($2.45 billion aggregate principal amount outstanding)
6.834% senior secured notes due 2055 ($500 million aggregate principal amount outstanding)
CCO credit facilities (approximately $10.6 billion aggregate principal amount outstanding)
Issuers of the Notes offered hereby.
Guarantee: The obligations under the Credit Agreement and the Existing Secured Notes are, and the obligations under the Notes offered hereby
will be, guaranteed by CCO Holdings and all of the subsidiaries of CCO 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 TWCI and Bright House.
Security Interest: The obligations under the Credit Agreement and the Existing Secured 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 TWCI and Bright House.

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Intercompany loans: CCO is the obligor under intercompany loans totaling $1.5 billion as of March 31, 2019, as follows: $260 million owed by
CCO to Charter, $699 million owed by CCO to Charter Holdco, and $545 million owed by CCO to CCO Holdings.

(3)
TWC:
8.250% senior notes due 2019 ($2.0 billion aggregate principal amount outstanding)
5.000% senior notes due 2020 ($1.5 billion aggregate principal amount outstanding)
4.125% senior notes due 2021 ($700 million aggregate principal amount outstanding)
4.000% senior notes due 2021 ($1.0 billion aggregate principal amount outstanding)
5.750% sterling senior notes due 2031 (£625 million remeasured at $815 million as of March 31, 2019 using the exchange rate at such date)
6.550% senior debentures due 2037 ($1.5 billion aggregate principal amount outstanding)
7.300% senior debentures due 2038 ($1.5 billion aggregate principal amount outstanding)
6.750% senior debentures due 2039 ($1.5 billion aggregate principal amount outstanding)
5.875% senior debentures due 2040 ($1.2 billion aggregate principal amount outstanding)
5.500% senior debentures due 2041 ($1.25 billion aggregate principal amount outstanding)
5.250% sterling senior notes due 2042 (£650 million remeasured at $847 million as of March 31, 2019 using the exchange rate at such date)
4.500% senior debentures due 2042 ($1.25 billion aggregate principal amount outstanding)
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Document Outline

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