TIME WARNER CABLE INC. | 2013 | FY | 3


7.       DEBT

 

The Company's debt as of December 31, 2013 and 2012 consisted of the following (in millions):

                 Outstanding Balance
                 as of December 31,
              Maturity 2013 2012
Senior notes and debentures(a)2014-2042 $ 25,003 $ 26,664
Revolving credit facility2017    
Commercial paper program2017    
Capital leases2016-2042   49   25
Total debt     25,052   26,689
Less: Current maturities     (1,767)   (1,518)
Total long-term debt   $ 23,285 $ 25,171

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Senior Notes and Debentures

 

TWC Notes and Debentures

 

Notes and debentures issued by TWC as of December 31, 2013 and 2012 consisted of the following (in millions):

     Date of    Outstanding Balance
           Interest    as of December 31,
     Issuance Maturity Payment Principal 2013 2012
6.200% notesJune 2008 July 2013 Jan/July $ 1,500 $ $ 1,516
8.250% notesNov 2008 Feb 2014 Feb/Aug   750   752   768
7.500% notesMar 2009 Apr 2014 Apr/Oct   1,000   1,006   1,031
3.500% notesDec 2009 Feb 2015 Feb/Aug   500   512   523
5.850% notesApr 2007 May 2017 May/Nov   2,000   2,111   2,167
6.750% notesJune 2008 July 2018 Jan/July   2,000   1,975   2,034
8.750% notesNov 2008 Feb 2019 Feb/Aug   1,250   1,240   1,238
8.250% notesMar 2009 Apr 2019 Apr/Oct   2,000   1,969   1,992
5.000% notesDec 2009 Feb 2020 Feb/Aug   1,500   1,481   1,478
4.125% notesNov 2010 Feb 2021 Feb/Aug   700   697   697
4.000% notesSep 2011 Sep 2021 Mar/Sep   1,000   993   992
5.750% notes(a)May 2011 June 2031 June   1,035   1,032   1,012
6.550% debenturesApr 2007 May 2037 May/Nov   1,500   1,493   1,492
7.300% debenturesJune 2008 July 2038 Jan/July   1,500   1,496   1,496
6.750% debenturesJune 2009 June 2039 June/Dec   1,500   1,463   1,462
5.875% debenturesNov 2010 Nov 2040 May/Nov   1,200   1,179   1,178
5.500% debenturesSep 2011 Sep 2041 Mar/Sep   1,250   1,230   1,229
5.250% notes(b)June 2012 July 2042 July   1,076   1,066   1,046
4.500% debenturesAug 2012 Sep 2042 Mar/Sep   1,250   1,243   1,243
Total(c)         $ 22,938 $ 24,594

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TWC has filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (the “SEC”) that allows TWC to offer and sell from time to time a variety of securities. TWC has issued notes and debentures (the “TWC Notes and Debentures”) publicly in a number of offerings. As of November 1, 2013, TWC's obligations under the TWC Notes and Debentures are guaranteed by Time Warner Cable Enterprises LLC (“TWCE”), a 100% owned subsidiary of the Company. Prior to November 1, 2013, TWC's obligations under the TWC Notes and Debentures were guaranteed by the Company's 100% owned subsidiaries, TWCE, TW NY Cable Holding Inc. (“TW NY”) and Time Warner Cable Internet Holdings II LLC (“TWC Internet Holdings II”). As part of an internal reorganization, on November 1, 2013, TW NY merged with and into the Company, with the Company as the surviving entity, and TWC Internet Holdings II merged with and into TWCE, with TWCE as the surviving entity.

 

The TWC Notes and Debentures were issued 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, TWCE 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.

 

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, 2013 and 2012 consisted of the following (in millions):

     Date of    Outstanding Balance
           Interest   as of December 31,
     Issuance Maturity Payment Principal 2013 2012
8.375% debenturesMar 1993 Mar 2023 Mar/Sept $ 1,000 $ 1,024 $ 1,027
8.375% debenturesJuly 1993 July 2033 Jan/July   1,000   1,041   1,043
Total(a)         $ 2,065 $ 2,070

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During 1992 and 1993, Time Warner Entertainment Company L.P. (“TWE”) issued notes and debentures publicly in a number of offerings. In connection with an internal reorganization, TWE merged with and into TWCE, with TWCE as the surviving entity, on September 30, 2012. Accordingly, TWCE assumed all of the rights and obligations of TWE, including TWE's previously issued notes and debentures (the “TWCE Debentures”). As of November 1, 2013, TWCE's obligations under the TWCE Debentures are guaranteed by TWC. Prior to November 1, 2013, TWCE's obligations under the TWCE Debentures were guaranteed by TWC, TW NY and TWC Internet Holdings II. As part of the internal reorganization discussed above, on November 1, 2013, TW NY merged with and into the Company, with the Company as the surviving entity, and TWC Internet Holdings II merged with and into TWCE, with TWCE as the surviving entity. TWCE has no obligation to file separate reports with the SEC under the Securities Exchange Act of 1934, as amended.

 

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 customary covenants relating to restrictions on the ability of TWCE or any material subsidiary to create liens and on the ability of TWCE and TWC to consolidate, merge or convey or transfer substantially all of their assets. The TWCE Indenture also contains customary events of default.

 

The TWCE Debentures are unsecured senior obligations of TWCE and rank equally with its other unsecured and unsubordinated obligations. Interest on each series of TWCE Debentures is payable semi-annually in arrears. The guarantees of the TWCE Debentures are unsecured senior obligations of TWC and rank equally in right of payment with all other unsecured and unsubordinated obligations of TWC. The TWCE Debentures are not redeemable before maturity.

 

Revolving Credit Facility and Commercial Paper Program

 

As of December 31, 2013, the Company has a $3.5 billion senior unsecured five-year revolving credit facility maturing in April 2017 (the “Revolving Credit Facility”). The Company's obligations under the Revolving Credit Facility are guaranteed by TWCE. Borrowings under the Revolving Credit Facility bear interest at a rate based on the credit rating of TWC, which interest rate was LIBOR plus 1.10% per annum as of December 31, 2013. In addition, TWC is required to pay a facility fee on the aggregate commitments under the Revolving Credit Facility at a rate determined by the credit rating of TWC, which rate was 0.15% per annum as of December 31, 2013. The Revolving Credit Facility provides same-day funding capability, and a portion of the aggregate commitments, not to exceed $500 million at any time, may be used for the issuance of letters of credit.

 

The Revolving Credit Facility contains a maximum leverage ratio covenant of 5.0 times TWC's consolidated EBITDA. The terms and related financial metrics associated with the leverage ratio are defined in the agreement. As of December 31, 2013, TWC was in compliance with the leverage ratio covenant, calculated in accordance with the agreement, with a ratio of approximately 3.1 times. The Revolving Credit Facility does not contain any credit ratings-based defaults or covenants or any ongoing covenants or representations specifically relating to a material adverse change in TWC's financial condition or results of operations. Borrowings under the Revolving Credit Facility may be used for general corporate purposes, and unused credit is available to support borrowings under the Commercial Paper Program (as defined below).

 

In addition to the Revolving Credit Facility, the Company maintains a $2.5 billion unsecured commercial paper program (the “Commercial Paper Program”) that is also guaranteed by TWCE. Commercial paper issued under the Commercial Paper Program is supported by unused committed capacity under the Revolving Credit Facility and ranks equally with other unsecured senior indebtedness of TWC and TWCE.

 

As of December 31, 2013, the Company had no outstanding borrowings under the Revolving Credit Facility or Commercial Paper Program. TWC's unused committed financial capacity was $3.960 billion as of December 31, 2013, reflecting $525 million of cash and equivalents and $3.435 billion of available borrowing capacity under the Revolving Credit Facility (which reflects a reduction of $65 million for outstanding letters of credit backed by the Revolving Credit Facility).

 

Debt Issuance Costs

 

For the years ended December 31, 2012 and 2011, the Company capitalized debt issuance costs of $26 million and $25 million, respectively, in connection with the Company's public debt issuances. These capitalized costs are amortized over the term of the related debt instrument and are included as a component of interest expense, net, in the consolidated statement of operations.

 

Maturities

 

Annual maturities of debt total $1.758 billion in 2014, $509 million in 2015, $5 million in 2016, $2.004 billion in 2017, $2.002 billion in 2018 and $18.709 billion thereafter.


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