Time Warner Cable 2014 Annual Report Download - page 95

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
TWC has issued notes and debentures (the “TWC Notes and Debentures”) publicly in a number of offerings pursuant
to an indenture, dated as of April 9, 2007, as it has been and may be amended from time to time (the “TWC Indenture”),
by and among the Company, Time Warner Cable Enterprises LLC (“TWCE”), a 100% owned subsidiary of the Company,
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 TWCE to
consolidate, merge or convey or transfer substantially all of their assets. The TWC Indenture also contains customary
events of default.
TWC’s obligations under the TWC Notes and Debentures are guaranteed by TWCE. The TWC Notes and
Debentures are unsecured senior obligations of the Company and rank equally with its other unsecured and
unsubordinated obligations. Interest on each series of TWC Notes and Debentures is payable semi-annually (with the
exception of the British pound sterling denominated notes (the “Sterling Notes”), which is payable annually) in arrears.
The guarantees of the TWC Notes and Debentures are unsecured senior obligations of TWCE and rank equally in right of
payment with all other unsecured and unsubordinated obligations of TWCE.
The TWC Notes and Debentures 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 Notes and Debentures 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 note or debenture, 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.
TWCE Debentures
Debentures issued by TWCE as of December 31, 2014 and 2013 consisted of the following (in millions):
Date of Outstanding Balance
as of December 31,
Issuance Maturity
Interest
Payment Principal 2014 2013
8.375% debentures ................. Mar1993 Mar 2023 Mar/Sept $ 1,000 $ 1,022 $ 1,024
8.375% debentures ................. July 1993 July 2033 Jan/July 1,000 1,039 1,041
Total(a) .......................... $ 2,061 $ 2,065
(a) Outstanding balance amounts as of December 31, 2014 and 2013 include an unamortized fair value adjustment of $61 million and $65 million,
respectively, primarily consisting of 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 Inc.). The fair value adjustment is amortized over the term of the related debt
instrument as a reduction to interest expense.
During 1992 and 1993, Time Warner Entertainment Company L.P. (“TWE”) issued debentures publicly in a number
of offerings. As a result of various internal reorganizations, TWCE has assumed all of the rights and obligations under
TWE’s previously issued debentures (the “TWCE Debentures”).
TWCE’s obligations under the TWCE Debentures are guaranteed by TWC. The TWCE Debentures 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 “TWCE
Indenture”) by and among TWCE, TWC and The Bank of New York Mellon, as trustee. The TWCE Indenture contains
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