Time Warner Cable 2011 Annual Report Download - page 98

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TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Debt Securities”) publicly in a number of offerings. TWC’s obligations under the TWC Debt Securities are guaranteed by
TWE and TW NY (the “TWC Debt Guarantors”).
The TWC Debt Securities were issued pursuant to an indenture, dated as of April 9, 2007, as it may be amended from
time to time (the “TWC Indenture”), by and among the Company, the TWC Debt Guarantors and The Bank of New York
Mellon, as trustee. The TWC Indenture contains customary covenants relating to restrictions on the ability of the Company
or any material subsidiary to create liens and on the ability of the Company and the TWC Debt Guarantors to consolidate,
merge or convey or transfer substantially all of their assets. The TWC Indenture also contains customary events of default.
The TWC Debt Securities are unsecured senior obligations of the Company and rank equally with its other unsecured and
unsubordinated obligations. Interest on each series of TWC Debt Securities is payable semi-annually (with the exception of
the Sterling Notes, which is payable annually) in arrears. The guarantees of the TWC Debt Securities are unsecured senior
obligations of the TWC Debt Guarantors and rank equally in right of payment with all other unsecured and unsubordinated
obligations of the TWC Debt Guarantors.
The TWC Debt Securities may be redeemed in whole or in part at any time at the Company’s option at a redemption
price equal to the greater of (i) all of the applicable principal amount being redeemed and (ii) the sum of the present values of
the remaining scheduled payments on the applicable TWC Debt Securities discounted to the redemption date on a semi-
annual basis (with the exception of the Sterling Notes, which are on an annual basis), at a comparable government bond rate
plus a designated number of basis points as further described in the TWC Indenture and the applicable TWC Debt Security,
plus, in each case, accrued but unpaid interest to, but not including, the redemption date.
The Company may offer to redeem all, but not less than all, of the Sterling Notes in the event of certain changes in the
tax laws of the U.S. (or any taxing authority in the U.S.). This redemption would be at a redemption price equal to 100% of
the principal amount, together with accrued and unpaid interest on the Sterling Notes to, but not including, the redemption
date.
TWE Notes and Debentures
Notes and debentures issued by TWE as of December 31, 2011 and 2010 were as follows:
Date of
Interest
Rate
Outstanding Balance
as of December 31,
Interest
PaymentIssuance Maturity Principal 2011 2010
(in millions) (in millions)
20-year notes ................ Apr1992 May 2012 May/Nov $ 250 10.150% $ 252 $ 258
20-year notes ................ Oct1992 Oct 2012 Apr/Oct 350 8.875% 356 362
30-year debentures ........... Mar1993 Mar 2023 Mar/Sept 1,000 8.375% 1,030 1,033
40-year debentures ........... July 1993 July 2033 Jan/July 1,000 8.375% 1,045 1,047
Total(a) ...................... $ 2,600 $ 2,683 $ 2,700
(a) Outstanding balance amounts as of December 31, 2011 and 2010, include the estimated fair value of interest rate swap assets of $4 million and $9
million, respectively, and an unamortized fair value adjustment of $79 million and $91 million, respectively, which includes the fair value adjustment
recognized as a result of the 2001 merger of America Online, Inc. (now known as AOL Inc.) and Time Warner Inc. (now known as Historic TW). The
fair value adjustment is amortized over the term of the related debt instrument as a reduction to interest expense.
During 1992 and 1993, TWE issued notes and debentures (the “TWE Debt Securities”) publicly in a number of
offerings. TWE’s obligations under the TWE Debt Securities are guaranteed by TWC and TW NY (the “TWE Debt
Guarantors”). TWE has no obligation to file reports with the SEC under the Securities Exchange Act of 1934, as amended.
The TWE Debt Securities were issued pursuant to an indenture, dated as of April 30, 1992, as it has been and may be
amended from time to time (the “TWE Indenture”) by and among TWE, the TWE Debt Guarantors and The Bank of New
York Mellon, as trustee. The TWE Indenture contains customary covenants relating to restrictions on the ability of TWE or
any material subsidiary to create liens and on the ability of TWE and the TWE Debt Guarantors to consolidate, merge or
convey or transfer substantially all of their assets. The TWE Indenture also contains customary events of default. The TWE
Debt Securities are unsecured senior obligations of TWE and rank equally with its other unsecured and unsubordinated
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