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. Comprehensive income equaled consolidated net income for both the three months ended March 31, 2019 and 2018. Condensed consolidating financial statements as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018 follow. Charter Communications, Inc. and Subsidiaries Condensed Consolidating Balance Sheets As of March 31, 2019 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 $ — $ 187 $ — $ 1,264 $ — $ 1,451 Accounts receivable, net 1 32 — 1,545 — 1,578 Receivables from related party 23 384 44 — (451 ) — Prepaid expenses and other current assets 11 47 — 664 — 722 Total current assets 35 650 44 3,473 (451 ) 3,751 RESTRICTED CASH — 175 — — — 175 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net — 573 — 34,286 — 34,859 Customer relationships, net — — — 8,997 — 8,997 Franchises — — — 67,319 — 67,319 Goodwill — — — 29,554 — 29,554 Total investment in cable properties, net — 573 — 140,156 — 140,729 INVESTMENT IN SUBSIDIARIES 53,091 59,934 78,391 — (191,416 ) — OPERATING LEASE RIGHT-OF-USE ASSETS — 141 — 960 — 1,101 LOANS RECEIVABLE – RELATED PARTY 260 699 545 — (1,504 ) — OTHER NONCURRENT ASSETS — 225 — 1,276 — 1,501 Total assets $ 53,386 $ 62,397 $ 78,980 $ 145,865 $ (193,371 ) $ 147,257 LIABILITIES AND SHAREHOLDERS’/MEMBER’S EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 26 $ 817 $ 310 $ 7,060 $ — $ 8,213 Operating lease liabilities — 33 — 172 — 205 Payables to related party — — — 451 (451 ) — Current portion of long-term debt — — — 3,532 — 3,532 Total current liabilities 26 850 310 11,215 (451 ) 11,950 LONG-TERM DEBT — — 18,736 51,831 — 70,567 LOANS PAYABLE – RELATED PARTY — — — 1,504 (1,504 ) — DEFERRED INCOME TAXES 17,409 12 — 52 — 17,473 LONG-TERM OPERATING LEASE LIABILITIES — 161 — 820 — 981 OTHER LONG-TERM LIABILITIES 217 397 — 2,029 — 2,643 SHAREHOLDERS’/MEMBER’S EQUITY Controlling interest 35,734 53,091 59,934 78,391 (191,416 ) 35,734 Noncontrolling interests — 7,886 — 23 — 7,909 Total shareholders’/member’s equity 35,734 60,977 59,934 78,414 (191,416 ) 43,643 Total liabilities and shareholders’/member’s equity $ 53,386 $ 62,397 $ 78,980 $ 145,865 $ (193,371 ) $ 147,257 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Balance Sheets 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 Statements of Operations For the three months ended March 31, 2019 Non-Guarantor Subsidiaries Guarantor Subsidiaries Charter Intermediate Holding Companies CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations Charter Consolidated REVENUES $ 12 $ 282 $ — $ 11,203 $ (291 ) $ 11,206 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) 12 282 — 7,242 (300 ) 7,236 Depreciation and amortization — 3 — 2,547 — 2,550 Other income, net — (10 ) — (4 ) 9 (5 ) 12 275 — 9,785 (291 ) 9,781 Income from operations — 7 — 1,418 — 1,425 OTHER INCOME (EXPENSES): Interest income (expense), net 3 9 (254 ) (683 ) — (925 ) Gain on financial instruments, net — — — 37 — 37 Other pension benefits, net — — — 9 — 9 Other expense, net — — — (110 ) — (110 ) Equity in income of subsidiaries 302 350 604 — (1,256 ) — 305 359 350 (747 ) (1,256 ) (989 ) Income before income taxes 305 366 350 671 (1,256 ) 436 Income tax expense (52 ) — — (67 ) — (119 ) Consolidated net income 253 366 350 604 (1,256 ) 317 Less: Net income attributable to noncontrolling interests — (64 ) — — — (64 ) Net income $ 253 $ 302 $ 350 $ 604 $ (1,256 ) $ 253 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 pension benefits, net — — — 20 — 20 Other expense, net — (21 ) — (2 ) — (23 ) 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 Cash Flows For the three months ended March 31, 2019 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 $ (1 ) $ — $ (226 ) $ 2,913 $ — $ 2,686 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (67 ) — (1,665 ) 67 (1,665 ) Change in accrued expenses related to capital expenditures — — — (376 ) — (376 ) Real estate investments through variable interest entities — (39 ) — — — (39 ) Contributions to subsidiaries (44 ) (9 ) (9 ) — 62 — Distributions from subsidiaries 941 1,040 1,266 — (3,247 ) — Other, net — — — 67 (67 ) — Net cash flows from investing activities 897 925 1,257 (1,974 ) (3,185 ) (2,080 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt — — — 6,884 — 6,884 Repayments of long-term debt — — — (5,572 ) — (5,572 ) Payments for debt issuance costs — — — (25 ) — (25 ) Purchase of treasury stock (940 ) — — — — (940 ) Proceeds from exercise of stock options 44 — — — — 44 Purchase of noncontrolling interest — (93 ) — — — (93 ) Distributions to noncontrolling interest — (38 ) — (1 ) — (39 ) Contributions from parent — 44 9 9 (62 ) — Distributions to parent — (941 ) (1,040 ) (1,266 ) 3,247 — Other, net — — — (4 ) — (4 ) Net cash flows from financing activities (896 ) (1,028 ) (1,031 ) 25 3,185 255 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH — (103 ) — 964 — 861 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period — 465 — 300 — 765 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ — $ 362 $ — $ 1,264 $ — $ 1,626 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 ) Contribution 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, CASH EQUIVALENTS AND RESTRICTED CASH — (6 ) — (39 ) — (45 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period — 291 — 330 — 621 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ — $ 285 $ — $ 291 $ — $ 576 |