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 which does not, directly or indirectly, own any interest in Charter Holdings. 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 for the year ended December 31, 2016 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. Condensed consolidating financial statements as of December 31, 2018 and 2017 and for the years ended December 31, 2018 , 2017 and 2016 follow. Charter Communications, Inc. and Subsidiaries Condensed Consolidating Balance Sheet As of December 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 $ — $ 251 $ — $ 300 $ — $ 551 Accounts receivable, net 1 33 — 1,699 — 1,733 Receivables from related party 27 518 57 — (602 ) — Prepaid expenses and other current assets 14 32 — 400 — 446 Total current assets 42 834 57 2,399 (602 ) 2,730 RESTRICTED CASH — 214 — — — 214 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net — 468 — 34,658 — 35,126 Customer relationships, net — — — 9,565 — 9,565 Franchises — — — 67,319 — 67,319 Goodwill — — — 29,554 — 29,554 Total investment in cable properties, net — 468 — 141,096 — 141,564 INVESTMENT IN SUBSIDIARIES 53,592 60,530 78,960 — (193,082 ) — LOANS RECEIVABLE – RELATED PARTY 251 674 526 — (1,451 ) — OTHER NONCURRENT ASSETS — 222 — 1,403 (3 ) 1,622 Total assets $ 53,885 $ 62,942 $ 79,543 $ 144,898 $ (195,138 ) $ 146,130 LIABILITIES AND SHAREHOLDERS’/MEMBER’S EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 9 $ 893 $ 283 $ 7,620 $ — $ 8,805 Payables to related party — — — 602 (602 ) — Current portion of long-term debt — — — 3,290 — 3,290 Total current liabilities 9 893 283 11,512 (602 ) 12,095 LONG-TERM DEBT — — 18,730 50,807 — 69,537 LOANS PAYABLE – RELATED PARTY — — — 1,451 (1,451 ) — DEFERRED INCOME TAXES 17,376 16 — — (3 ) 17,389 OTHER LONG-TERM LIABILITIES 215 478 — 2,144 — 2,837 SHAREHOLDERS’/MEMBER’S EQUITY Controlling interest 36,285 53,592 60,530 78,960 (193,082 ) 36,285 Noncontrolling interests — 7,963 — 24 — 7,987 Total shareholders’/member’s equity 36,285 61,555 60,530 78,984 (193,082 ) 44,272 Total liabilities and shareholders’/member’s equity $ 53,885 $ 62,942 $ 79,543 $ 144,898 $ (195,138 ) $ 146,130 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Balance Sheet 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 Statement of Operations For the year ended December 31, 2018 Non-Guarantor Subsidiaries Guarantor Subsidiaries Charter Intermediate Holding Companies CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations Charter Consolidated REVENUES $ 46 $ 1,141 $ — $ 43,620 $ (1,173 ) $ 43,634 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) 46 1,096 — 27,891 (1,173 ) 27,860 Depreciation and amortization — 11 — 10,307 — 10,318 Other operating (income) expenses, net — 5 — 230 — 235 46 1,112 — 38,428 (1,173 ) 38,413 Income from operations — 29 — 5,192 — 5,221 OTHER INCOME (EXPENSES): Interest income (expense), net 9 30 (1,016 ) (2,563 ) — (3,540 ) Loss on financial instruments, net — — — (110 ) — (110 ) Other pension benefits — — — 192 — 192 Other expense, net — (31 ) — (46 ) — (77 ) Equity in income of subsidiaries 1,377 1,632 2,648 — (5,657 ) — 1,386 1,631 1,632 (2,527 ) (5,657 ) (3,535 ) Income before income taxes 1,386 1,660 1,632 2,665 (5,657 ) 1,686 Income tax expense (156 ) (8 ) — (16 ) — (180 ) Consolidated net income 1,230 1,652 1,632 2,649 (5,657 ) 1,506 Less: Net income attributable to noncontrolling interests — (275 ) — (1 ) — (276 ) Net income $ 1,230 $ 1,377 $ 1,632 $ 2,648 $ (5,657 ) $ 1,230 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statement of Operations For the year ended December 31, 2017 Non-Guarantor Subsidiaries Guarantor Subsidiaries Charter Intermediate Holding Companies CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations Charter Consolidated REVENUES $ 90 $ 1,186 $ — $ 41,578 $ (1,273 ) $ 41,581 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) 90 1,164 — 26,560 (1,273 ) 26,541 Depreciation and amortization — 9 — 10,579 — 10,588 Other operating (income) expenses, net (101 ) 3 — 444 — 346 (11 ) 1,176 — 37,583 (1,273 ) 37,475 Income from operations 101 10 — 3,995 — 4,106 OTHER INCOME (EXPENSES): Interest income (expense), net 5 20 (883 ) (2,232 ) — (3,090 ) Loss on extinguishment of debt — — (34 ) (6 ) — (40 ) Gain on financial instruments, net — — — 69 — 69 Other pension benefits — — — 1 — 1 Other expense, net — (14 ) — (4 ) — (18 ) Equity in income of subsidiaries 680 882 1,799 — (3,361 ) — 685 888 882 (2,172 ) (3,361 ) (3,078 ) Income before income taxes 786 898 882 1,823 (3,361 ) 1,028 Income tax benefit (expense) 9,109 1 — (23 ) — 9,087 Consolidated net income 9,895 899 882 1,800 (3,361 ) 10,115 Less: Net income attributable to noncontrolling interests — (219 ) — (1 ) — (220 ) Net income $ 9,895 $ 680 $ 882 $ 1,799 $ (3,361 ) $ 9,895 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statement of Operations For the year ended December 31, 2016 Non-Guarantor Subsidiaries Guarantor Subsidiaries Charter Intermediate Holding Companies Safari Escrow Entities CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations Charter Consolidated REVENUES $ 251 $ 1,004 $ — $ — $ 29,003 $ (1,255 ) $ 29,003 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) 251 989 — — 18,670 (1,255 ) 18,655 Depreciation and amortization — 5 — — 6,902 — 6,907 Other operating expenses, net 262 1 — — 722 — 985 513 995 — — 26,294 (1,255 ) 26,547 Income (loss) from operations (262 ) 9 — — 2,709 — 2,456 OTHER INCOME (EXPENSES): Interest income (expense), net — 14 (390 ) (727 ) (1,396 ) — (2,499 ) Loss on extinguishment of debt — — — (110 ) (1 ) — (111 ) Gain on financial instruments, net — — — — 89 — 89 Other pension benefits — — — — 899 — 899 Other expense, net — (11 ) — — (3 ) — (14 ) Equity in income of subsidiaries 851 1,066 — 2,293 — (4,210 ) — 851 1,069 (390 ) 1,456 (412 ) (4,210 ) (1,636 ) Income (loss) before income taxes 589 1,078 (390 ) 1,456 2,297 (4,210 ) 820 Income tax benefit (expense) 2,933 (5 ) — — (3 ) — 2,925 Consolidated net income (loss) 3,522 1,073 (390 ) 1,456 2,294 (4,210 ) 3,745 Less: Net income attributable to noncontrolling interests — (222 ) — — (1 ) — (223 ) Net income (loss) $ 3,522 $ 851 $ (390 ) $ 1,456 $ 2,293 $ (4,210 ) $ 3,522 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statement of Comprehensive Income For the year ended December 31, 2018 Non-Guarantor Subsidiaries Guarantor Subsidiaries Charter Intermediate Holding Companies CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations Charter Consolidated Consolidated net income $ 1,230 $ 1,652 $ 1,632 $ 2,649 $ (5,657 ) $ 1,506 Foreign currency translation adjustment (1 ) (1 ) (1 ) (1 ) 3 (1 ) Consolidated comprehensive income 1,229 1,651 1,631 2,648 (5,654 ) 1,505 Less: Comprehensive income attributable to noncontrolling interests — (275 ) — (1 ) — (276 ) Comprehensive income $ 1,229 $ 1,376 $ 1,631 $ 2,647 $ (5,654 ) $ 1,229 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statement of Comprehensive Income For the year ended December 31, 2017 Non-Guarantor Subsidiaries Guarantor Subsidiaries Charter Intermediate Holding Companies CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations Charter Consolidated Consolidated net income $ 9,895 $ 899 $ 882 $ 1,800 $ (3,361 ) $ 10,115 Net impact of interest rate derivative instruments 5 5 5 5 (15 ) 5 Foreign currency translation adjustment 1 1 1 1 (3 ) 1 Consolidated comprehensive income 9,901 905 888 1,806 (3,379 ) 10,121 Less: Comprehensive income attributable to noncontrolling interests — (219 ) — (1 ) — (220 ) Comprehensive income $ 9,901 $ 686 $ 888 $ 1,805 $ (3,379 ) $ 9,901 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statement of Comprehensive Income (Loss) For the year ended December 31, 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) $ 3,522 $ 1,073 $ (390 ) $ 1,456 $ 2,294 $ (4,210 ) $ 3,745 Net impact of interest rate derivative instruments 8 8 — 8 8 (24 ) 8 Foreign currency translation adjustment (2 ) (2 ) — (2 ) (2 ) 6 (2 ) Consolidated comprehensive income (loss) 3,528 1,079 (390 ) 1,462 2,300 (4,228 ) 3,751 Less: Comprehensive income attributable to noncontrolling interests — (222 ) — — (1 ) — (223 ) Comprehensive income (loss) $ 3,528 $ 857 $ (390 ) $ 1,462 $ 2,299 $ (4,228 ) $ 3,528 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statement of Cash Flows For the year ended December 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 $ (10 ) $ 120 $ (1,009 ) $ 12,666 $ — $ 11,767 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (16 ) — (9,109 ) — (9,125 ) Change in accrued expenses related to capital expenditures — — — (470 ) — (470 ) Real estate investments through variable interest entities — (21 ) — — — (21 ) Contribution to subsidiaries (69 ) (142 ) (142 ) — 353 — Distributions from subsidiaries 4,421 5,178 6,187 — (15,786 ) — Other, net — (20 ) — (100 ) — (120 ) Net cash flows from investing activities 4,352 4,979 6,045 (9,679 ) (15,433 ) (9,736 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt — — — 13,820 — 13,820 Repayments of long-term debt — — — (10,769 ) — (10,769 ) Borrowings (repayments) loans payable - related parties (12 ) — — 12 — — Payment for debt issuance costs — — — (29 ) — (29 ) Purchase of treasury stock (4,399 ) — — — — (4,399 ) Proceeds from exercise of stock options 69 — — — — 69 Purchase of noncontrolling interest — (656 ) — — — (656 ) Distributions to noncontrolling interest — (152 ) — (1 ) — (153 ) Contributions from parent — 69 142 142 (353 ) — Distributions to parent — (4,421 ) (5,178 ) (6,187 ) 15,786 — Borrowings for real estate investments through variable interest entities — 342 — — — 342 Distributions to variable interest entities noncontrolling interest — (107 ) — — — (107 ) Other, net — — — (5 ) — (5 ) Net cash flows from financing activities (4,342 ) (4,925 ) (5,036 ) (3,017 ) 15,433 (1,887 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH — 174 — (30 ) — 144 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period — 291 — 330 — 621 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ — $ 465 $ — $ 300 $ — $ 765 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statement of Cash Flows For the year ended December 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 $ 159 $ 187 $ (814 ) $ 12,422 $ — $ 11,954 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — — — (8,681 ) — (8,681 ) Change in accrued expenses related to capital expenditures — — — 820 — 820 Purchases of cable systems, net — — — (9 ) — (9 ) Real estate investments through variable interest entities — (105 ) — — — (105 ) Contribution to subsidiaries (115 ) — (693 ) — 808 — Distributions from subsidiaries 11,732 13,488 9,598 — (34,818 ) — Other, net — — — (123 ) — (123 ) Net cash flows from investing activities 11,617 13,383 8,905 (7,993 ) (34,010 ) (8,098 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt — — 6,231 19,045 — 25,276 Repayments of long-term debt — — (775 ) (15,732 ) — (16,507 ) Borrowings (repayments) loans payable - related parties (234 ) — — 234 — — Payment for debt issuance costs — — (59 ) (52 ) — (111 ) Purchase of treasury stock (11,715 ) — — — — (11,715 ) Proceeds from exercise of stock options 116 — — — — 116 Purchase of noncontrolling interest — (1,665 ) — — — (1,665 ) Distributions to noncontrolling interest — (151 ) — (2 ) — (153 ) Contributions from parent — 115 — 693 (808 ) — Distributions to parent — (11,732 ) (13,488 ) (9,598 ) 34,818 — Other, net — — — (11 ) — (11 ) Net cash flows from financing activities (11,833 ) (13,433 ) (8,091 ) (5,423 ) 34,010 (4,770 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (57 ) 137 — (994 ) — (914 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 57 154 — 1,324 — 1,535 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ — $ 291 $ — $ 330 $ — $ 621 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statement of Cash Flows For the year ended December 31, 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: $ (225 ) $ (36 ) $ (463 ) $ (711 ) $ 9,476 $ — $ 8,041 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — — — — (5,325 ) — (5,325 ) Change in accrued expenses related to capital expenditures — — — — 603 — 603 Purchase of cable systems, net (26,781 ) (2,022 ) — — (7 ) — (28,810 ) Contribution to subsidiaries (1,013 ) (478 ) — (437 ) — 1,928 — Distributions from subsidiaries 24,552 26,899 — 5,096 — (56,547 ) — Other, net — — — — (22 ) — (22 ) Net cash flows from investing activities (3,242 ) 24,399 — 4,659 (4,751 ) (54,619 ) (33,554 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt — — — 3,201 9,143 — 12,344 Repayments of long-term debt — — — (2,937 ) (7,584 ) — (10,521 ) Borrowings (repayments) loans payable - related parties — (300 ) 553 (71 ) (182 ) — — Payment for debt issuance costs — — — (73 ) (211 ) — (284 ) Issuance of equity 5,000 — — — — — 5,000 Purchase of treasury stock (1,562 ) — — — — — (1,562 ) Proceeds from exercise of options and warrants 86 — — — — — 86 Settlement of restricted stock units — (59 ) — — — — (59 ) Purchase of noncontrolling interest — (218 ) — — — — (218 ) Distributions to noncontrolling interest — (96 ) — — — — (96 ) Proceeds from termination of interest rate derivatives — — — — 88 — 88 Contributions from parent — 1,013 — 478 437 (1,928 ) — Distributions to parent — (24,552 ) (22,353 ) (4,546 ) (5,096 ) 56,547 — Other, net — 3 (1 ) — (1 ) — 1 Net cash flows from financing activities 3,524 (24,209 ) (21,801 ) (3,948 ) (3,406 ) 54,619 4,779 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 57 154 (22,264 ) — 1,319 — (20,734 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period — — 22,264 — 5 — 22,269 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 57 $ 154 $ — $ — $ 1,324 $ — $ 1,535 |