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 net income for the six months ended June 30, 2019 . Condensed consolidating financial statements as of June 30, 2019 and December 31, 2018 and for the six months ended June 30, 2019 and 2018 follow. Charter Communications, Inc. and Subsidiaries Condensed Consolidating Balance Sheets As of June 30, 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 $ — $ 198 $ — $ 498 $ — $ 696 Accounts receivable, net 1 34 — 2,035 — 2,070 Receivables from related party 24 411 51 — (486 ) — Prepaid expenses and other current assets 9 40 — 525 — 574 Total current assets 34 683 51 3,058 (486 ) 3,340 RESTRICTED CASH — 150 — — — 150 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net — 599 — 33,876 — 34,475 Customer relationships, net — — — 8,461 — 8,461 Franchises — — — 67,319 — 67,319 Goodwill — — — 29,554 — 29,554 Total investment in cable properties, net — 599 — 139,210 — 139,809 INVESTMENT IN SUBSIDIARIES 52,689 59,452 78,628 — (190,769 ) — OPERATING LEASE RIGHT-OF-USE ASSETS — 177 — 989 — 1,166 LOANS RECEIVABLE – RELATED PARTY 260 699 545 — (1,504 ) — OTHER NONCURRENT ASSETS — 230 — 1,390 — 1,620 Total assets $ 52,983 $ 61,990 $ 79,224 $ 144,647 $ (192,759 ) $ 146,085 LIABILITIES AND SHAREHOLDERS’/MEMBER’S EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 20 $ 873 $ 287 $ 6,965 $ — $ 8,145 Operating lease liabilities — 30 — 178 — 208 Payables to related party — — — 486 (486 ) — Current portion of long-term debt — — — 1,522 — 1,522 Total current liabilities 20 903 287 9,151 (486 ) 9,875 LONG-TERM DEBT — — 19,485 52,299 — 71,784 LOANS PAYABLE – RELATED PARTY — — — 1,504 (1,504 ) — DEFERRED INCOME TAXES 17,457 13 — 52 — 17,522 LONG-TERM OPERATING LEASE LIABILITIES — 201 — 851 — 1,052 OTHER LONG-TERM LIABILITIES 220 400 — 2,138 — 2,758 SHAREHOLDERS’/MEMBER’S EQUITY Controlling interest 35,286 52,689 59,452 78,628 (190,769 ) 35,286 Noncontrolling interests — 7,784 — 24 — 7,808 Total shareholders’/member’s equity 35,286 60,473 59,452 78,652 (190,769 ) 43,094 Total liabilities and shareholders’/member’s equity $ 52,983 $ 61,990 $ 79,224 $ 144,647 $ (192,759 ) $ 146,085 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 six months ended June 30, 2019 Non-Guarantor Subsidiaries Guarantor Subsidiaries Charter Intermediate Holding Companies CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations Charter Consolidated REVENUES $ 23 $ 575 $ — $ 22,548 $ (593 ) $ 22,553 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) 23 556 — 14,500 (599 ) 14,480 Depreciation and amortization — 8 — 5,042 — 5,050 Other operating (income) expense, net — (8 ) — 59 6 57 23 556 — 19,601 (593 ) 19,587 Income from operations — 19 — 2,947 — 2,966 OTHER INCOME (EXPENSES): Interest income (expense), net 5 17 (511 ) (1,381 ) — (1,870 ) Loss on financial instruments, net — — — (82 ) — (82 ) Other pension benefits, net — — — 18 — 18 Other expense, net — — — (126 ) — (126 ) Equity in income of subsidiaries 685 788 1,299 — (2,772 ) — 690 805 788 (1,571 ) (2,772 ) (2,060 ) Income before income taxes 690 824 788 1,376 (2,772 ) 906 Income tax expense (123 ) (4 ) — (76 ) — (203 ) Consolidated net income 567 820 788 1,300 (2,772 ) 703 Less: Net income attributable to noncontrolling interests — (135 ) — (1 ) — (136 ) Net income $ 567 $ 685 $ 788 $ 1,299 $ (2,772 ) $ 567 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statements of Operations For the six months ended June 30, 2018 Non-Guarantor Subsidiaries Guarantor Subsidiaries Charter Intermediate Holding Companies CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations Charter Consolidated REVENUES $ 27 $ 560 $ — $ 21,503 $ (579 ) $ 21,511 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) 27 537 — 13,724 (579 ) 13,709 Depreciation and amortization — 5 — 5,297 — 5,302 Other operating expenses, net — 4 — 94 — 98 27 546 — 19,115 (579 ) 19,109 Income from operations — 14 — 2,388 — 2,402 OTHER INCOME (EXPENSES): Interest income (expense), net 4 13 (508 ) (1,238 ) — (1,729 ) Loss on financial instruments, net — — — (12 ) — (12 ) Other pension benefits, net — — — 40 — 40 Other expense, net — (25 ) — (45 ) — (70 ) Equity in income of subsidiaries 495 619 1,127 — (2,241 ) — 499 607 619 (1,255 ) (2,241 ) (1,771 ) Income before income taxes 499 621 619 1,133 (2,241 ) 631 Income tax expense (58 ) (6 ) — (5 ) — (69 ) Consolidated net income 441 615 619 1,128 (2,241 ) 562 Less: Net income attributable to noncontrolling interests — (120 ) — (1 ) — (121 ) Net income $ 441 $ 495 $ 619 $ 1,127 $ (2,241 ) $ 441 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statements of Comprehensive Income For the six months ended June 30, 2018 Non-Guarantor Subsidiaries Guarantor Subsidiaries Charter Intermediate Holding Companies CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations Charter Consolidated Consolidated net income $ 441 $ 615 $ 619 $ 1,128 $ (2,241 ) $ 562 Foreign currency translation adjustment (1 ) (1 ) (1 ) (1 ) 3 (1 ) Consolidated comprehensive income $ 440 $ 614 $ 618 $ 1,127 $ (2,238 ) $ 561 Less: Comprehensive income attributable to noncontrolling interests — (120 ) — (1 ) — (121 ) Comprehensive income $ 440 $ 494 $ 618 $ 1,126 $ (2,238 ) $ 440 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statements of Cash Flows For the six months ended June 30, 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 $ (18 ) $ 55 $ (509 ) $ 5,919 $ — $ 5,447 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (67 ) — (3,262 ) 67 (3,262 ) Change in accrued expenses related to capital expenditures — — — (428 ) — (428 ) Real estate investments through variable interest entities — (64 ) — — — (64 ) Contributions to subsidiaries (91 ) (51 ) (792 ) — 934 — Distributions from subsidiaries 1,829 2,084 2,591 — (6,504 ) — Other, net — (5 ) — 80 (67 ) 8 Net cash flows from investing activities 1,738 1,897 1,799 (3,610 ) (5,570 ) (3,746 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt — — 750 9,964 — 10,714 Repayments of long-term debt — — — (10,123 ) — (10,123 ) Payments for debt issuance costs — — (7 ) (25 ) — (32 ) Purchase of treasury stock (1,801 ) — — — — (1,801 ) Proceeds from exercise of stock options 81 — — — — 81 Purchase of noncontrolling interest — (254 ) — — — (254 ) Distributions to noncontrolling interest — (77 ) — (1 ) — (78 ) Contributions from parent — 91 51 792 (934 ) — Distributions to parent — (1,829 ) (2,084 ) (2,591 ) 6,504 — Other, net — — — (127 ) — (127 ) Net cash flows from financing activities (1,720 ) (2,069 ) (1,290 ) (2,111 ) 5,570 (1,620 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH — (117 ) — 198 — 81 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period — 465 — 300 — 765 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ — $ 348 $ — $ 498 $ — $ 846 Charter Communications, Inc. and Subsidiaries Condensed Consolidating Statements of Cash Flows For the six months ended June 30, 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 $ 6 $ 73 $ (502 ) $ 6,218 $ — $ 5,795 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — — — (4,574 ) — (4,574 ) Change in accrued expenses related to capital expenditures — — — (466 ) — (466 ) Contribution to subsidiaries (43 ) (77 ) (77 ) — 197 — Distributions from subsidiaries 2,282 2,656 3,158 — (8,096 ) — Other, net — (12 ) — (55 ) — (67 ) Net cash flows from investing activities 2,239 2,567 3,081 (5,095 ) (7,899 ) (5,107 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt — — — 5,628 — 5,628 Repayments of long-term debt — — — (3,500 ) — (3,500 ) Borrowings (repayments) loans payable - related parties (7 ) — — 7 — — Payments for debt issuance costs — — — (17 ) — (17 ) Purchase of treasury stock (2,281 ) — — — — (2,281 ) Proceeds from exercise of stock options 43 — — — — 43 Purchase of noncontrolling interest — (328 ) — — — (328 ) Distributions to noncontrolling interest — (75 ) — (1 ) — (76 ) Contributions from parent — 43 77 77 (197 ) — Distributions to parent — (2,282 ) (2,656 ) (3,158 ) 8,096 — Other, net — — — (5 ) — (5 ) Net cash flows from financing activities (2,245 ) (2,642 ) (2,579 ) (969 ) 7,899 (536 ) NET INCRASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH — (2 ) — 154 — 152 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period — 291 — 330 — 621 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ — $ 289 $ — $ 484 $ — $ 773 |