ITEM 8.01. OTHER EVENTS.

On December 2, 2019, Charter Communications Operating, LLC and Charter Communications Operating Capital Corp., as issuers (the "Issuers"), CCO Holdings, LLC, as parent guarantor, and the guarantors party thereto entered into an underwriting agreement (the "Underwriting Agreement") with Deutsche Bank Securities Inc., Mizuho Securities USA LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto, with respect to the issuance and sale of an aggregate of $1,300,000,000 principal amount of 4.800% Senior Secured Notes due 2050 (the "Notes"). The Notes will form part of the same series as the $1,500,000,000 aggregate principal amount of the Issuers' Senior Secured Notes issued on October 24, 2019. The Underwriting Agreement contains representations, warranties and covenants of the parties thereto, conditions to closing, indemnification obligations of the parties thereto and termination and other customary provisions.

A copy of the Underwriting Agreement is filed herewith as Exhibit 99.1. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibit is being filed as part of this report:





Exhibit Number                               Description

     99.1          Underwriting Agreement, dated as of December 2, 2019, among
                 Charter Communications Operating, LLC, Charter Communications
                 Operating Capital Corp., CCO Holdings, LLC, as parent guarantor, the
                 subsidiary guarantors party thereto and Deutsche Bank Securities
                 Inc., Mizuho Securities USA LLC and Morgan Stanley & Co. LLC, as
                 representatives of the several underwriters named in Schedule I
                 thereto.

     104         The cover page from this Current Report on Form 8-K, formatted in
                 Inline XBRL

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