Consolidating Schedules | Consolidating Schedules Each of Charter Operating, TWC, LLC, TWCE, CCO Holdings and certain subsidiaries jointly, severally, fully and unconditionally guarantee the outstanding debt securities of the others (other than the CCO Holdings notes) on an unsecured senior basis and the condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered. Certain Charter Operating subsidiaries that are regulated telephone entities only become guarantor subsidiaries upon approval by regulators. This information is not intended to present the financial position, results of operations and cash flows of the individual companies or groups of companies in accordance with generally accepted accounting principles. The "Charter Operating and Restricted Subsidiaries" column is presented to comply with the terms of the Credit Agreement. The "Safari Escrow Entities" column included in the condensed consolidating financial statements as of December 31, 2015 and for the six months ended June 30, 2016 and 2015 consists of CCOH Safari, CCO Safari II and CCO Safari III. CCOH Safari, CCO Safari II and CCO Safari III issued the CCOH Safari notes, CCO Safari II notes and the CCO Safari III credit facilities, respectively. Upon closing of the TWC Transaction, the CCOH Safari notes became obligations of CCO Holdings and CCO Holdings Capital and the CCO Safari II notes and CCO Safari III credit facilities became obligations of Charter Operating and Charter Communications Operating Capital Corp. CCOH Safari merged into CCO Holdings and CCO Safari II and CCO Safari III merged into Charter Operating. The "Unrestricted Subsidiary" column included in the condensed consolidating financial statements for the six months ended June 30, 2015 consists of CCO Safari which was a non-recourse subsidiary under the Credit Agreement and held the CCO Safari Term G Loans that were repaid in April 2015. Condensed consolidating financial statements as of June 30, 2016 and December 31, 2015 and for the six months ended June 30, 2016 and 2015 follow. Charter Communications, Inc. and Subsidiaries Condensed Consolidating Balance Sheets As of June 30, 2016 Non-Guarantor Subsidiaries Guarantor Subsidiaries Charter Intermediate Holding Companies CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations Charter Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 6 $ 124 $ — $ 425 $ — $ 555 Accounts receivable, net 9 9 — 1,322 — 1,340 Receivables from related party — 321 57 — (378 ) — Prepaid expenses and other current assets — 32 — 398 — 430 Total current assets 15 486 57 2,145 (378 ) 2,325 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net — 226 — 33,132 — 33,358 Franchises — — — 66,245 — 66,245 Customer relationships, net — — — 16,154 — 16,154 Goodwill — — — 29,692 — 29,692 Total investment in cable properties, net — 226 — 145,223 — 145,449 INVESTMENT IN SUBSIDIARIES 66,536 76,321 89,255 — (232,112 ) — LOANS RECEIVABLE – RELATED PARTY — 640 494 — (1,134 ) — OTHER NONCURRENT ASSETS — 216 — 1,205 — 1,421 Total assets $ 66,551 $ 77,889 $ 89,806 $ 148,573 $ (233,624 ) $ 149,195 LIABILITIES AND SHAREHOLDERS'/MEMBER'S EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 15 $ 527 $ 233 $ 5,961 $ — $ 6,736 Payables to related party 2 — — 376 (378 ) — Current portion of long-term debt — — — 2,071 — 2,071 Total current liabilities 17 527 233 8,408 (378 ) 8,807 LONG-TERM DEBT — — 13,252 46,880 — 60,132 LOANS PAYABLE – RELATED PARTY — — — 1,134 (1,134 ) — DEFERRED INCOME TAXES 26,293 25 — 21 — 26,339 OTHER LONG-TERM LIABILITIES 1 33 — 2,851 — 2,885 SHAREHOLDERS'/MEMBER'S EQUITY Controlling interest 40,240 66,536 76,321 89,255 (232,112 ) 40,240 Noncontrolling interests — 10,768 — 24 — 10,792 Total shareholders'/member's equity 40,240 77,304 76,321 89,279 (232,112 ) 51,032 Total liabilities and shareholders'/member's equity $ 66,551 $ 77,889 $ 89,806 $ 148,573 $ (233,624 ) $ 149,195 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Balance Sheets As of December 31, 2015 Non-Guarantor Subsidiaries Guarantor Subsidiaries Charter Intermediate Holding Companies Safari Escrow Entities CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations Charter Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ — $ — $ — $ 5 $ — $ 5 Accounts receivable, net 8 7 — — 264 — 279 Receivables from related party 51 297 — 14 — (362 ) — Prepaid expenses and other current assets — 6 — — 55 — 61 Total current assets 59 310 — 14 324 (362 ) 345 RESTRICTED CASH AND CASH EQUIVALENTS — — 22,264 — — — 22,264 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net — 28 — — 8,317 — 8,345 Franchises — — — — 6,006 — 6,006 Customer relationships, net — — — — 856 — 856 Goodwill — — — — 1,168 — 1,168 Total investment in cable properties, net — 28 — — 16,347 — 16,375 INVESTMENT IN SUBSIDIARIES 1,468 816 — 11,303 — (13,587 ) — LOANS RECEIVABLE – RELATED PARTY — 333 — 613 563 (1,509 ) — OTHER NONCURRENT ASSETS — 216 — — 116 — 332 Total assets $ 1,527 $ 1,703 $ 22,264 $ 11,930 $ 17,350 $ (15,458 ) $ 39,316 LIABILITIES AND SHAREHOLDERS'/MEMBER'S EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 11 $ 203 $ 282 $ 165 $ 1,311 $ — $ 1,972 Payables to related party — — 17 — 345 (362 ) — Total current liabilities 11 203 299 165 1,656 (362 ) 1,972 LONG-TERM DEBT — — 21,778 10,443 3,502 — 35,723 LOANS PAYABLE – RELATED PARTY — — 693 — 816 (1,509 ) — DEFERRED INCOME TAXES 1,562 — — — 28 — 1,590 OTHER LONG-TERM LIABILITIES — 32 — — 45 — 77 SHAREHOLDERS'/MEMBER'S EQUITY (DEFICIT) (46 ) 1,468 (506 ) 1,322 11,303 (13,587 ) (46 ) Total liabilities and shareholders'/member's equity $ 1,527 $ 1,703 $ 22,264 $ 11,930 $ 17,350 $ (15,458 ) $ 39,316 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statements of Operations For the six months ended June 30, 2016 Non-Guarantor Subsidiaries Guarantor Subsidiaries Charter Intermediate Holding Companies Safari Escrow Entities CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations Charter Consolidated REVENUES $ 162 $ 391 $ — $ — $ 8,691 $ (553 ) $ 8,691 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) 162 383 — — 5,683 (553 ) 5,675 Depreciation and amortization — 1 — — 1,974 — 1,975 Other operating expenses, net 262 — — — (213 ) — 49 424 384 — — 7,444 (553 ) 7,699 Income from operations (262 ) 7 — — 1,247 — 992 OTHER INCOME (EXPENSES): Interest expense, net — 5 (390 ) (350 ) (312 ) — (1,047 ) Loss on extinguishment of debt — — — (110 ) — — (110 ) Loss on financial instruments, net — — — — (55 ) — (55 ) Other expense, net — (5 ) — — — — (5 ) Equity in income (loss) of subsidiaries (19 ) 23 — 873 — (877 ) — (19 ) 23 (390 ) 413 (367 ) (877 ) (1,217 ) Income (loss) before income taxes (281 ) 30 (390 ) 413 880 (877 ) (225 ) INCOME TAX BENEFIT (EXPENSE) 3,160 (2 ) — — (7 ) — 3,151 Consolidated net income (loss) 2,879 28 (390 ) 413 873 (877 ) 2,926 Less: Net income attributable to noncontrolling interests — (47 ) — — — — (47 ) Net income (loss) $ 2,879 $ (19 ) $ (390 ) $ 413 $ 873 $ (877 ) $ 2,879 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statements of Operations For the six months ended June 30, 2015 Non-Guarantor Subsidiaries Guarantor Subsidiaries Charter Intermediate Holding Companies Safari Escrow Entities CCO Holdings Charter Operating and Restricted Subsidiaries Unrestricted Subsidiary Eliminations Charter Consolidated REVENUES $ 12 $ 142 $ — $ — $ 4,792 $ — $ (154 ) $ 4,792 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) 12 142 — — 3,182 — (154 ) 3,182 Depreciation and amortization — — — — 1,042 — — 1,042 Other operating expenses, net — — — — 50 — — 50 12 142 — — 4,274 — (154 ) 4,274 Income from operations — — — — 518 — — 518 OTHER INCOME (EXPENSES): Interest expense, net — 3 (65 ) (331 ) (78 ) (47 ) — (518 ) Loss on extinguishment of debt — — (2 ) (123 ) — (3 ) — (128 ) Loss on financial instruments, net — — — — (5 ) — — (5 ) Equity in income (loss) of subsidiaries (140 ) (164 ) — 357 (50 ) — (3 ) — (140 ) (161 ) (67 ) (97 ) (133 ) (50 ) (3 ) (651 ) Income (loss) before income taxes (140 ) (161 ) (67 ) (97 ) 385 (50 ) (3 ) (133 ) INCOME TAX EXPENSE (63 ) — — — (7 ) — — (70 ) Consolidated net income (loss) (203 ) (161 ) (67 ) (97 ) 378 (50 ) (3 ) (203 ) Less: Net income (loss) attributable to noncontrolling interests — 21 — — (21 ) — — — Net income (loss) $ (203 ) $ (140 ) $ (67 ) $ (97 ) $ 357 $ (50 ) $ (3 ) $ (203 ) Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statements of Comprehensive Income (Loss) For the six months ended June 30, 2016 Non-Guarantor Subsidiaries Guarantor Subsidiaries Charter Intermediate Holding Companies Safari Escrow Entities CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations Charter Consolidated Consolidated net income (loss) $ 2,879 $ 28 $ (390 ) $ 413 $ 873 $ (877 ) $ 2,926 Net impact of interest rate derivative instruments, net of tax 4 4 — 4 4 (12 ) 4 Comprehensive income (loss) $ 2,883 $ 32 $ (390 ) $ 417 $ 877 $ (889 ) $ 2,930 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statements of Comprehensive Income (Loss) For the six months ended June 30, 2015 Non-Guarantor Subsidiaries Guarantor Subsidiaries Charter Intermediate Holding Companies Safari Escrow Entities CCO Holdings Charter Operating and Restricted Subsidiaries Unrestricted Subsidiary Eliminations Charter Consolidated Consolidated net income (loss) $ (203 ) $ (161 ) $ (67 ) $ (97 ) $ 378 $ (50 ) $ (3 ) $ (203 ) Net impact of interest rate derivative instruments, net of tax 5 5 5 5 5 — (20 ) 5 Comprehensive income (loss) $ (198 ) $ (156 ) $ (62 ) $ (92 ) $ 383 $ (50 ) $ (23 ) $ (198 ) Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statements of Cash Flows For the six months ended June 30, 2016 Non-Guarantor Subsidiaries Guarantor Subsidiaries Charter Intermediate Holding Companies Safari Escrow Entities CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations Charter Consolidated NET CASH FLOWS FROM OPERATING ACTIVITIES $ (258 ) $ (13 ) $ (463 ) $ (321 ) $ 3,069 $ — $ 2,014 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — — — — (1,689 ) — (1,689 ) Change in accrued expenses related to capital expenditures — — — — 138 — 138 Purchases of cable systems, net of cash assumed (26,781 ) (2,021 ) — — (8 ) — (28,810 ) Contributions to subsidiaries (949 ) (478 ) — (437 ) — 1,864 — Distributions from subsidiaries 23,069 25,072 — 2,878 — (51,019 ) — Change in restricted cash and cash equivalents — — 22,264 — — — 22,264 Other, net — — — — (6 ) — (6 ) Net cash flows from investing activities (4,661 ) 22,573 22,264 2,441 (1,565 ) (49,155 ) (8,103 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt — — — 3,201 2,796 — 5,997 Repayments of long-term debt — — — (2,937 ) (1,133 ) — (4,070 ) Borrowings (repayments) loans payable - related parties — (300 ) 553 (71 ) (182 ) — — Payments for debt issuance costs — — — (73 ) (210 ) — (283 ) Issuance of equity 5,000 — — — — — 5,000 Purchase of treasury stock (99 ) — — — — — (99 ) Payment of preferred dividend to noncontrolling interest — (18 ) — — — — (18 ) Proceeds from exercise of stock options 24 — — — — — 24 Proceeds from termination of interest rate derivatives — — — — 88 — 88 Contributions from parent — 949 — 478 437 (1,864 ) — Distributions to parent — (23,069 ) (22,353 ) (2,719 ) (2,878 ) 51,019 — Other, net — 2 (1 ) 1 (2 ) — — Net cash flows from financing activities 4,925 (22,436 ) (21,801 ) (2,120 ) (1,084 ) 49,155 6,639 NET INCREASE IN CASH AND CASH EQUIVALENTS 6 124 — — 420 — 550 CASH AND CASH EQUIVALENTS, beginning of period — — — — 5 — 5 CASH AND CASH EQUIVALENTS, end of period $ 6 $ 124 $ — $ — $ 425 $ — $ 555 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statements of Cash Flows For the six months ended June 30, 2015 Non-Guarantor Subsidiaries Guarantor Subsidiaries Charter Intermediate Holding Companies Safari Escrow Entities CCO Holdings Charter Operating and Restricted Subsidiaries Unrestricted Subsidiary Eliminations Charter Consolidated NET CASH FLOWS FROM OPERATING ACTIVITIES $ — $ (3 ) $ (82 ) $ (349 ) $ 1,548 $ (55 ) $ — $ 1,059 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — — — — (783 ) — — (783 ) Change in accrued expenses related to capital expenditures — — — — (17 ) — — (17 ) Contribution to subsidiary (5 ) — — (31 ) (24 ) — 60 — Distributions from subsidiaries 19 330 — 360 — — (709 ) — Change in restricted cash and cash equivalents — — 3,598 — — 3,513 — 7,111 Other, net — (54 ) — — (15 ) — — (69 ) Net cash flows from investing activities 14 276 3,598 329 (839 ) 3,513 (649 ) 6,242 CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt — — — 2,700 613 — — 3,313 Repayments of long-term debt — — (3,500 ) (2,599 ) (964 ) (3,482 ) — (10,545 ) Borrowings (payments) loans payable - related parties — — (16 ) 16 — — — — Payments for debt issuance costs — (1 ) — (24 ) — — — (25 ) Purchase of treasury stock (23 ) — — — — — — (23 ) Proceeds from exercise of stock options 6 — — — — — — 6 Contributions from parent — 5 — — 31 24 (60 ) — Distributions to parent — (276 ) — (73 ) (360 ) — 709 — Other, net 1 (1 ) — — — — — — Net cash flows from financing activities (16 ) (273 ) (3,516 ) 20 (680 ) (3,458 ) 649 (7,274 ) NET INCREASE IN CASH AND CASH EQUIVALENTS (2 ) — — — 29 — — 27 CASH AND CASH EQUIVALENTS, beginning of period 3 — — — — — — 3 CASH AND CASH EQUIVALENTS, end of period $ 1 $ — $ — $ — $ 29 $ — $ — $ 30 |