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 nine months ended September 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 nine months ended September 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 September 30, 2016 and December 31, 2015 and for the nine months ended September 30, 2016 and 2015 follow. Charter Communications, Inc. and Subsidiaries Condensed Consolidating Balance Sheets As of September 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 $ 30 $ 139 $ — $ 996 $ — $ 1,165 Accounts receivable, net — 13 — 1,229 — 1,242 Receivables from related party — 411 58 — (469 ) — Prepaid expenses and other current assets — 23 — 351 — 374 Total current assets 30 586 58 2,576 (469 ) 2,781 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net — 224 — 32,657 — 32,881 Franchises — — — 66,245 — 66,245 Customer relationships, net — — — 15,439 — 15,439 Goodwill — — — 30,165 — 30,165 Total investment in cable properties, net — 224 — 144,506 — 144,730 INVESTMENT IN SUBSIDIARIES 66,493 76,253 89,165 — (231,911 ) — LOANS RECEIVABLE – RELATED PARTY — 640 494 — (1,134 ) — OTHER NONCURRENT ASSETS — 214 — 1,172 — 1,386 Total assets $ 66,523 $ 77,917 $ 89,717 $ 148,254 $ (233,514 ) $ 148,897 LIABILITIES AND SHAREHOLDERS’/MEMBER’S EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 30 $ 563 $ 209 $ 5,795 $ — $ 6,597 Payables to related party 12 — — 457 (469 ) — Current portion of long-term debt — — — 2,050 — 2,050 Total current liabilities 42 563 209 8,302 (469 ) 8,647 LONG-TERM DEBT — — 13,255 46,691 — 59,946 LOANS PAYABLE – RELATED PARTY — — — 1,134 (1,134 ) — DEFERRED INCOME TAXES 26,201 27 — 32 — 26,260 OTHER LONG-TERM LIABILITIES 3 61 — 2,905 — 2,969 SHAREHOLDERS’/MEMBER’S EQUITY Controlling interest 40,277 66,493 76,253 89,165 (231,911 ) 40,277 Noncontrolling interests — 10,773 — 25 — 10,798 Total shareholders’/member’s equity 40,277 77,266 76,253 89,190 (231,911 ) 51,075 Total liabilities and shareholders’/member’s equity $ 66,523 $ 77,917 $ 89,717 $ 148,254 $ (233,514 ) $ 148,897 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 nine months ended September 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 $ 231 $ 797 $ — $ — $ 18,728 $ (1,028 ) $ 18,728 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) 231 781 — — 12,173 (1,028 ) 12,157 Depreciation and amortization — 3 — — 4,409 — 4,412 Other operating (income) expenses, net 262 1 — — (20 ) — 243 493 785 — — 16,562 (1,028 ) 16,812 Income from operations (262 ) 12 — — 2,166 — 1,916 OTHER INCOME (EXPENSES): Interest income (expense), net — 10 (390 ) (539 ) (852 ) — (1,771 ) Loss on extinguishment of debt — — — (110 ) — — (110 ) Gain on financial instruments, net — — — — 16 — 16 Other expense, net — (8 ) — — (2 ) — (10 ) Equity in income of subsidiaries 188 288 — 1,327 — (1,803 ) — 188 290 (390 ) 678 (838 ) (1,803 ) (1,875 ) Income (loss) before income taxes (74 ) 302 (390 ) 678 1,328 (1,803 ) 41 INCOME TAX BENEFIT (EXPENSE) 3,142 (7 ) — — — — 3,135 Consolidated net income (loss) 3,068 295 (390 ) 678 1,328 (1,803 ) 3,176 Less: Net income attributable to noncontrolling interests — (107 ) — — (1 ) — (108 ) Net income (loss) $ 3,068 $ 188 $ (390 ) $ 678 $ 1,327 $ (1,803 ) $ 3,068 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statements of Operations For the nine months ended September 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 $ 17 $ 216 $ — $ — $ 7,242 $ — $ (233 ) $ 7,242 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) 17 216 — — 4,802 — (233 ) 4,802 Depreciation and amortization — — — — 1,580 — — 1,580 Other operating expenses, net — — — — 69 — — 69 17 216 — — 6,451 — (233 ) 6,451 Income from operations — — — — 791 — — 791 OTHER INCOME (EXPENSES): Interest income (expense), net — 5 (228 ) (487 ) (114 ) (47 ) — (871 ) Loss on extinguishment of debt — — (2 ) (123 ) — (3 ) — (128 ) Loss on financial instruments, net — — — — (10 ) — — (10 ) Other expense, net — (3 ) — — — — — (3 ) Equity in income (loss) of subsidiaries (9 ) (45 ) — 795 (50 ) — (691 ) — (9 ) (43 ) (230 ) 185 (174 ) (50 ) (691 ) (1,012 ) Income (loss) before income taxes (9 ) (43 ) (230 ) 185 617 (50 ) (691 ) (221 ) INCOME TAX BENEFIT (EXPENSE) (140 ) — — — 212 — — 72 Consolidated net income (loss) (149 ) (43 ) (230 ) 185 829 (50 ) (691 ) (149 ) Less: Net income (loss) attributable to noncontrolling interests — 34 — — (34 ) — — — Net income (loss) $ (149 ) $ (9 ) $ (230 ) $ 185 $ 795 $ (50 ) $ (691 ) $ (149 ) Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statements of Comprehensive Income (Loss) For the nine months ended September 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) $ 3,068 $ 295 $ (390 ) $ 678 $ 1,328 $ (1,803 ) $ 3,176 Net impact of interest rate derivative instruments, net of tax 6 6 — 6 6 (18 ) 6 Foreign currency translation adjustment (1 ) (1 ) — (1 ) (1 ) 3 (1 ) Consolidated comprehensive income (loss) 3,073 300 (390 ) 683 1,333 (1,818 ) 3,181 Less: Net income attributable to noncontrolling interests — (107 ) — — (1 ) — (108 ) Comprehensive income (loss) $ 3,073 $ 193 $ (390 ) $ 683 $ 1,332 $ (1,818 ) $ 3,073 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statements of Comprehensive Income (Loss) For the nine months ended September 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) $ (149 ) $ (43 ) $ (230 ) $ 185 $ 829 $ (50 ) $ (691 ) $ (149 ) Net impact of interest rate derivative instruments, net of tax 7 7 7 7 7 — (28 ) 7 Consolidated comprehensive income (loss) $ (142 ) $ (36 ) $ (223 ) $ 192 $ 836 $ (50 ) $ (719 ) $ (142 ) Less: Net income (loss) attributable to noncontrolling interests — 34 — — (34 ) — — — Comprehensive income (loss) $ (142 ) $ (2 ) $ (223 ) $ 192 $ 802 $ (50 ) $ (719 ) $ (142 ) Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statements of Cash Flows For the nine months ended September 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 $ (233 ) $ (27 ) $ (463 ) $ (533 ) $ 6,071 $ — $ 4,815 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — — — — (3,437 ) — (3,437 ) Change in accrued expenses related to capital expenditures — — — — 86 — 86 Purchases of cable systems, net of cash assumed (26,781 ) (2,022 ) — — (7 ) — (28,810 ) Contributions to subsidiaries (996 ) (478 ) — (437 ) — 1,911 — Distributions from subsidiaries 23,417 25,437 — 3,455 — (52,309 ) — Change in restricted cash and cash equivalents — — 22,264 — — — 22,264 Other, net — — — — (8 ) — (8 ) Net cash flows from investing activities (4,360 ) 22,937 22,264 3,018 (3,366 ) (50,398 ) (9,905 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt — — — 3,201 2,796 — 5,997 Repayments of long-term debt — — — (2,937 ) (1,183 ) — (4,120 ) 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 (448 ) — — — — — (448 ) Payment of preferred dividend to noncontrolling interest — (55 ) — — — — (55 ) Proceeds from exercise of stock options 71 — — — — — 71 Proceeds from termination of interest rate derivatives — — — — 88 — 88 Contributions from parent — 996 — 478 437 (1,911 ) — Distributions to parent — (23,417 ) (22,353 ) (3,084 ) (3,455 ) 52,309 — Other, net — 5 (1 ) 1 (5 ) — — Net cash flows from financing activities 4,623 (22,771 ) (21,801 ) (2,485 ) (1,714 ) 50,398 6,250 NET INCREASE IN CASH AND CASH EQUIVALENTS 30 139 — — 991 — 1,160 CASH AND CASH EQUIVALENTS, beginning of period — — — — 5 — 5 CASH AND CASH EQUIVALENTS, end of period $ 30 $ 139 $ — $ — $ 996 $ — $ 1,165 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statements of Cash Flows For the nine months ended September 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 $ — $ (5 ) $ (68 ) $ (510 ) $ 2,386 $ (55 ) $ — $ 1,748 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — — — — (1,292 ) — — (1,292 ) Change in accrued expenses related to capital expenditures — — — — 11 — — 11 Contribution to subsidiary (20 ) (90 ) — (46 ) (24 ) — 180 — Distributions from subsidiaries 19 330 — 521 — — (870 ) — Change in restricted cash and cash equivalents — — (16,029 ) — — 3,514 — (12,515 ) Other, net — (54 ) — — (15 ) — — (69 ) Net cash flows from investing activities (1 ) 186 (16,029 ) 475 (1,320 ) 3,514 (690 ) (13,865 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt — — 19,291 2,700 1,071 — — 23,062 Repayments of long-term debt — — (3,500 ) (2,599 ) (1,329 ) (3,483 ) — (10,911 ) Borrowings (payments) loans payable - related parties — — 317 16 (333 ) — — — Payments for debt issuance costs — — (11 ) (24 ) — — — (35 ) Purchase of treasury stock (24 ) — — — — — — (24 ) Proceeds from exercise of stock options 22 — — — — — — 22 Contributions from parent — 95 — 15 46 24 (180 ) — Distributions to parent — (276 ) — (73 ) (521 ) — 870 — Net cash flows from financing activities (2 ) (181 ) 16,097 35 (1,066 ) (3,459 ) 690 12,114 NET DECREASE IN CASH AND CASH EQUIVALENTS (3 ) — — — — — — (3 ) CASH AND CASH EQUIVALENTS, beginning of period 3 — — — — — — 3 CASH AND CASH EQUIVALENTS, end of period $ — $ — $ — $ — $ — $ — $ — $ — |