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 "Intermediate Holding Companies" column includes the assets and liabilities of the captive insurance company, a company wholly-owned by Charter outside of Charter Holdings and not one of the holding companies that directly or indirectly own Charter Holdings. The “Charter Operating and Restricted Subsidiaries” column is presented to comply with the terms of the Credit Agreement. Comprehensive income equaled consolidated net income for the three months ended March 31, 2018 . Condensed consolidating financial statements as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017 follow. Charter Communications, Inc. and Subsidiaries Condensed Consolidating Balance Sheets As of March 31, 2018 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 $ — $ 285 $ — $ 291 $ — $ 576 Accounts receivable, net — 35 — 1,374 — 1,409 Receivables from related party 26 403 43 — (472 ) — Prepaid expenses and other current assets 19 43 — 351 — 413 Total current assets 45 766 43 2,016 (472 ) 2,398 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net — 334 — 33,668 — 34,002 Customer relationships, net — — — 11,315 — 11,315 Franchises — — — 67,319 — 67,319 Goodwill — — — 29,554 — 29,554 Total investment in cable properties, net — 334 — 141,856 — 142,190 INVESTMENT IN SUBSIDIARIES 55,982 63,272 81,694 — (200,948 ) — LOANS RECEIVABLE – RELATED PARTY 237 674 526 — (1,437 ) — OTHER NONCURRENT ASSETS — 210 — 1,353 — 1,563 Total assets $ 56,264 $ 65,256 $ 82,263 $ 145,225 $ (202,857 ) $ 146,151 LIABILITIES AND SHAREHOLDERS’/MEMBER’S EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 5 $ 800 $ 278 $ 7,179 $ — $ 8,262 Payables to related party — — — 472 (472 ) — Current portion of long-term debt — — — 3,340 — 3,340 Total current liabilities 5 800 278 10,991 (472 ) 11,602 LONG-TERM DEBT — — 18,713 48,896 — 67,609 LOANS PAYABLE – RELATED PARTY — — — 1,437 (1,437 ) — DEFERRED INCOME TAXES 17,307 12 — 32 — 17,351 OTHER LONG-TERM LIABILITIES 184 128 — 2,152 — 2,464 SHAREHOLDERS’/MEMBER’S EQUITY Controlling interest 38,768 55,982 63,272 81,694 (200,948 ) 38,768 Noncontrolling interests — 8,334 — 23 — 8,357 Total shareholders’/member’s equity 38,768 64,316 63,272 81,717 (200,948 ) 47,125 Total liabilities and shareholders’/member’s equity $ 56,264 $ 65,256 $ 82,263 $ 145,225 $ (202,857 ) $ 146,151 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Balance Sheets As of December 31, 2017 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 $ — $ 291 $ — $ 330 $ — $ 621 Accounts receivable, net — 24 — 1,611 — 1,635 Receivables from related party 22 613 55 — (690 ) — Prepaid expenses and other current assets 22 34 — 243 — 299 Total current assets 44 962 55 2,184 (690 ) 2,555 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net — 336 — 33,552 — 33,888 Customer relationships, net — — — 11,951 — 11,951 Franchises — — — 67,319 — 67,319 Goodwill — — — 29,554 — 29,554 Total investment in cable properties, net — 336 — 142,376 — 142,712 INVESTMENT IN SUBSIDIARIES 56,263 63,558 81,980 — (201,801 ) — LOANS RECEIVABLE – RELATED PARTY 233 655 511 — (1,399 ) — OTHER NONCURRENT ASSETS — 223 — 1,133 — 1,356 Total assets $ 56,540 $ 65,734 $ 82,546 $ 145,693 $ (203,890 ) $ 146,623 LIABILITIES AND SHAREHOLDERS’/MEMBER’S EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 4 $ 900 $ 280 $ 7,861 $ — $ 9,045 Payables to related party — — — 690 (690 ) — Current portion of long-term debt — — — 2,045 — 2,045 Total current liabilities 4 900 280 10,596 (690 ) 11,090 LONG-TERM DEBT — — 18,708 49,478 — 68,186 LOANS PAYABLE – RELATED PARTY — — — 1,399 (1,399 ) — DEFERRED INCOME TAXES 17,268 14 — 32 — 17,314 OTHER LONG-TERM LIABILITIES 184 134 — 2,184 — 2,502 SHAREHOLDERS’/MEMBER’S EQUITY Controlling interest 39,084 56,263 63,558 81,980 (201,801 ) 39,084 Noncontrolling interests — 8,423 — 24 — 8,447 Total shareholders’/member’s equity 39,084 64,686 63,558 82,004 (201,801 ) 47,531 Total liabilities and shareholders’/member’s equity $ 56,540 $ 65,734 $ 82,546 $ 145,693 $ (203,890 ) $ 146,623 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statements of Operations For the three months ended March 31, 2018 Non-Guarantor Subsidiaries Guarantor Subsidiaries Charter Intermediate Holding Companies CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations Charter Consolidated REVENUES $ 16 $ 285 $ — $ 10,653 $ (297 ) $ 10,657 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) 16 275 — 6,842 (297 ) 6,836 Depreciation and amortization — 3 — 2,707 — 2,710 Other operating expenses, net — 4 — 65 — 69 16 282 — 9,614 (297 ) 9,615 Income from operations — 3 — 1,039 — 1,042 OTHER INCOME (EXPENSES): Interest income (expense), net 2 5 (254 ) (604 ) — (851 ) Gain on financial instruments, net — — — 63 — 63 Other income (expense), net — (21 ) — 18 — (3 ) Equity in income of subsidiaries 194 264 518 — (976 ) — 196 248 264 (523 ) (976 ) (791 ) Income before income taxes 196 251 264 516 (976 ) 251 INCOME TAX BENEFIT (EXPENSE) (28 ) (2 ) — 2 — (28 ) Consolidated net income 168 249 264 518 (976 ) 223 Less: Net income attributable to noncontrolling interests — (55 ) — — — (55 ) Net income $ 168 $ 194 $ 264 $ 518 $ (976 ) $ 168 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statements of Operations For the three months ended March 31, 2017 Non-Guarantor Subsidiaries Guarantor Subsidiaries Charter Intermediate Holding Companies CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations Charter Consolidated REVENUES $ 29 $ 313 $ — $ 10,164 $ (342 ) $ 10,164 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) 29 308 — 6,584 (342 ) 6,579 Depreciation and amortization — 2 — 2,548 — 2,550 Other operating expenses, net — — — 94 — 94 29 310 — 9,226 (342 ) 9,223 Income from operations — 3 — 938 — 941 OTHER INCOME (EXPENSES): Interest income (expense), net 1 5 (190 ) (529 ) — (713 ) Loss on extinguishment of debt — — (33 ) (1 ) — (34 ) Gain on financial instruments, net — — — 38 — 38 Other income (expense), net — (9 ) — 13 — 4 Equity in income of subsidiaries 158 217 440 — (815 ) — 159 213 217 (479 ) (815 ) (705 ) Income before income taxes 159 216 217 459 (815 ) 236 INCOME TAX EXPENSE (4 ) (2 ) — (19 ) — (25 ) Consolidated net income 155 214 217 440 (815 ) 211 Less: Net income attributable to noncontrolling interests — (56 ) — — — (56 ) Net income $ 155 $ 158 $ 217 $ 440 $ (815 ) $ 155 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statements of Comprehensive Income For the three months ended March 31, 2017 Non-Guarantor Subsidiaries Guarantor Subsidiaries Charter Intermediate Holding Companies CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations Charter Consolidated Consolidated net income $ 155 $ 214 $ 217 $ 440 $ (815 ) $ 211 Net impact of interest rate derivative instruments 1 1 1 1 (3 ) 1 Consolidated comprehensive income $ 156 $ 215 $ 218 $ 441 $ (818 ) $ 212 Less: Comprehensive income attributable to noncontrolling interests — (56 ) — — — (56 ) Comprehensive income $ 156 $ 159 $ 218 $ 441 $ (818 ) $ 156 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statements of Cash Flows For the three months ended March 31, 2018 Non-Guarantor Subsidiaries Guarantor Subsidiaries Charter Intermediate Holding Companies CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations Charter Consolidated NET CASH FLOWS FROM OPERATING ACTIVITIES $ (2 ) $ 65 $ (254 ) $ 2,890 $ — $ 2,699 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — — — (2,183 ) — (2,183 ) Change in accrued expenses related to capital expenditures — — — (565 ) — (565 ) Contributions to subsidiaries (36 ) (72 ) (72 ) — 180 — Distributions from subsidiaries 617 747 1,001 — (2,365 ) — Other, net — — — 10 — 10 Net cash flows from investing activities 581 675 929 (2,738 ) (2,185 ) (2,738 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt — — — 2,929 — 2,929 Repayments of long-term debt — — — (2,185 ) — (2,185 ) Borrowings (repayments) loans payable - related parties 2 — — (2 ) — — Purchase of treasury stock (617 ) — — — — (617 ) Proceeds from exercise of stock options 36 — — — — 36 Purchase of noncontrolling interest — (127 ) — — — (127 ) Distributions to noncontrolling interest — (38 ) — (1 ) — (39 ) Contributions from parent — 36 72 72 (180 ) — Distributions to parent — (617 ) (747 ) (1,001 ) 2,365 — Other, net — — — (3 ) — (3 ) Net cash flows from financing activities (579 ) (746 ) (675 ) (191 ) 2,185 (6 ) NET DECREASE IN CASH AND CASH EQUIVALENTS — (6 ) — (39 ) — (45 ) CASH AND CASH EQUIVALENTS, beginning of period — 291 — 330 — 621 CASH AND CASH EQUIVALENTS, end of period $ — $ 285 $ — $ 291 $ — $ 576 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statements of Cash Flows For the three months ended March 31, 2017 Non-Guarantor Subsidiaries Guarantor Subsidiaries Charter Intermediate Holding Companies CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations Charter Consolidated NET CASH FLOWS FROM OPERATING ACTIVITIES $ 146 $ 33 $ (204 ) $ 2,868 $ — $ 2,843 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — — — (1,555 ) — (1,555 ) Change in accrued expenses related to capital expenditures — — — (150 ) — (150 ) Contribution to subsidiary (72 ) — — — 72 — Distributions from subsidiaries 895 856 737 — (2,488 ) — Other, net — — — (7 ) — (7 ) Net cash flows from investing activities 823 856 737 (1,712 ) (2,416 ) (1,712 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt — — 1,990 2,650 — 4,640 Repayments of long-term debt — — (775 ) (2,700 ) — (3,475 ) Borrowings (repayments) loans payable - related parties (178 ) — — 178 — — Payments for debt issuance costs — — (20 ) (1 ) — (21 ) Purchase of treasury stock (895 ) — — — — (895 ) Proceeds from exercise of stock options 72 — — — — 72 Purchase of noncontrolling interest — (27 ) — — — (27 ) Distributions to noncontrolling interest — (38 ) — — — (38 ) Contributions from parent — 72 — — (72 ) — Distributions to parent — (895 ) (856 ) (737 ) 2,488 — Other, net — — — (2 ) — (2 ) Net cash flows from financing activities (1,001 ) (888 ) 339 (612 ) 2,416 254 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (32 ) 1 872 544 — 1,385 CASH AND CASH EQUIVALENTS, beginning of period 57 154 — 1,324 — 1,535 CASH AND CASH EQUIVALENTS, end of period $ 25 $ 155 $ 872 $ 1,868 $ — $ 2,920 |