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. Condensed consolidating financial statements as of September 30, 2018 and December 31, 2017 and for the nine months ended September 30, 2018 and 2017 follow. CCO Holdings, LLC and Subsidiaries Condensed Consolidating Balance Sheets As of September 30, 2018 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 351 $ — $ 351 Accounts receivable, net — 1,707 — 1,707 Receivables from related party 53 — (53 ) — Prepaid expenses and other current assets — 335 — 335 Total current assets 53 2,393 (53 ) 2,393 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net — 34,293 — 34,293 Customer relationships, net — 10,136 — 10,136 Franchises — 67,319 — 67,319 Goodwill — 29,554 — 29,554 Total investment in cable properties, net — 141,302 — 141,302 INVESTMENT IN SUBSIDIARIES 79,969 — (79,969 ) — LOANS RECEIVABLE – RELATED PARTY 526 — (526 ) — OTHER NONCURRENT ASSETS — 1,347 — 1,347 Total assets $ 80,548 $ 145,042 $ (80,548 ) $ 145,042 LIABILITIES AND MEMBER’S EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 311 $ 7,335 $ — $ 7,646 Payables to related party — 576 (53 ) 523 Current portion of long-term debt — 3,339 — 3,339 Total current liabilities 311 11,250 (53 ) 11,508 LONG-TERM DEBT 18,724 50,411 — 69,135 LOANS PAYABLE – RELATED PARTY — 1,446 (526 ) 920 OTHER LONG-TERM LIABILITIES — 1,942 — 1,942 MEMBER’S EQUITY Controlling interest 61,513 79,969 (79,969 ) 61,513 Noncontrolling interests — 24 — 24 Total member’s equity 61,513 79,993 (79,969 ) 61,537 Total liabilities and member’s equity $ 80,548 $ 145,042 $ (80,548 ) $ 145,042 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Balance Sheets As of December 31, 2017 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 330 $ — $ 330 Accounts receivable, net — 1,611 — 1,611 Receivables from related party 55 — (55 ) — Prepaid expenses and other current assets — 243 — 243 Total current assets 55 2,184 (55 ) 2,184 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net — 33,552 — 33,552 Customer relationships, net — 11,951 — 11,951 Franchises — 67,319 — 67,319 Goodwill — 29,554 — 29,554 Total investment in cable properties, net — 142,376 — 142,376 INVESTMENT IN SUBSIDIARIES 81,980 — (81,980 ) — LOANS RECEIVABLE – RELATED PARTY 511 — (511 ) — OTHER NONCURRENT ASSETS — 1,133 — 1,133 Total assets $ 82,546 $ 145,693 $ (82,546 ) $ 145,693 LIABILITIES AND MEMBER’S EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 280 $ 7,861 $ — $ 8,141 Payables to related party — 690 (55 ) 635 Current portion of long-term debt — 2,045 — 2,045 Total current liabilities 280 10,596 (55 ) 10,821 LONG-TERM DEBT 18,708 49,478 — 68,186 LOANS PAYABLE – RELATED PARTY — 1,399 (511 ) 888 DEFERRED INCOME TAXES — 32 — 32 OTHER LONG-TERM LIABILITIES — 2,184 — 2,184 MEMBER’S EQUITY Controlling interest 63,558 81,980 (81,980 ) 63,558 Noncontrolling interests — 24 — 24 Total member’s equity 63,558 82,004 (81,980 ) 63,582 Total liabilities and member’s equity $ 82,546 $ 145,693 $ (82,546 ) $ 145,693 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Operations For the nine months ended September 30, 2018 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated REVENUES $ — $ 32,390 $ — $ 32,390 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) — 20,742 — 20,742 Depreciation and amortization — 7,776 — 7,776 Other operating expenses, net — 112 — 112 — 28,630 — 28,630 Income from operations — 3,760 — 3,760 OTHER INCOME (EXPENSES): Interest income (expense), net (762 ) (1,896 ) — (2,658 ) Other pension benefits — 247 — 247 Other expense, net — (49 ) — (49 ) Equity in income of subsidiaries 2,048 — (2,048 ) — 1,286 (1,698 ) (2,048 ) (2,460 ) Income before income taxes 1,286 2,062 (2,048 ) 1,300 Income tax expense — (13 ) — (13 ) Consolidated net income 1,286 2,049 (2,048 ) 1,287 Less: Net income attributable to noncontrolling interests — (1 ) — (1 ) Net income $ 1,286 $ 2,048 $ (2,048 ) $ 1,286 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Operations For the nine months ended September 30, 2017 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated REVENUES $ — $ 30,979 $ — $ 30,979 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) — 19,871 — 19,871 Depreciation and amortization — 7,839 — 7,839 Other operating expenses, net — 374 — 374 — 28,084 — 28,084 Income from operations — 2,895 — 2,895 OTHER INCOME (EXPENSES): Interest income (expense), net (631 ) (1,637 ) — (2,268 ) Loss on extinguishment of debt (33 ) (2 ) — (35 ) Loss on financial instruments, net — (15 ) — (15 ) Other pension benefits — 9 — 9 Other expense, net — (2 ) — (2 ) Equity in income of subsidiaries 1,212 — (1,212 ) — 548 (1,647 ) (1,212 ) (2,311 ) Income before income taxes 548 1,248 (1,212 ) 584 Income tax expense — (35 ) — (35 ) Consolidated net income 548 1,213 (1,212 ) 549 Less: Net income attributable to noncontrolling interests — (1 ) — (1 ) Net income $ 548 $ 1,212 $ (1,212 ) $ 548 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Comprehensive Income For the nine months ended September 30, 2018 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated Consolidated net income $ 1,286 $ 2,049 $ (2,048 ) $ 1,287 Foreign currency translation adjustment (1 ) (1 ) 1 (1 ) Consolidated comprehensive income 1,285 2,048 (2,047 ) 1,286 Less: Comprehensive income attributable to noncontrolling interests — (1 ) — (1 ) Comprehensive income $ 1,285 $ 2,047 $ (2,047 ) $ 1,285 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Comprehensive Income For the nine months ended September 30, 2017 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated Consolidated net income $ 548 $ 1,213 $ (1,212 ) $ 549 Net impact of interest rate derivative instruments 4 4 (4 ) 4 Foreign currency translation adjustment 1 1 (1 ) 1 Consolidated comprehensive income 553 1,218 (1,217 ) 554 Less: Comprehensive income attributable to noncontrolling interests — (1 ) — (1 ) Comprehensive income $ 553 $ 1,217 $ (1,217 ) $ 553 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Cash Flows For the nine months ended September 30, 2018 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated NET CASH FLOWS FROM OPERATING ACTIVITIES $ (728 ) $ 9,232 $ — $ 8,504 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (6,692 ) — (6,692 ) Change in accrued expenses related to capital expenditures — (620 ) — (620 ) Contributions to subsidiaries (127 ) — 127 — Distributions from subsidiaries 4,491 — (4,491 ) — Other, net — (93 ) — (93 ) Net cash flows from investing activities 4,364 (7,405 ) (4,364 ) (7,405 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt — 11,552 — 11,552 Repayments of long-term debt — (8,964 ) — (8,964 ) Borrowings of loans payable - related parties — 7 — 7 Payments for debt issuance costs — (29 ) — (29 ) Distributions to noncontrolling interest — (1 ) — (1 ) Contributions from parent 127 127 (127 ) 127 Distributions to parent (3,763 ) (4,491 ) 4,491 (3,763 ) Other, net — (7 ) — (7 ) Net cash flows from financing activities (3,636 ) (1,806 ) 4,364 (1,078 ) NET INCREASE IN CASH AND CASH EQUIVALENTS — 21 — 21 CASH AND CASH EQUIVALENTS, beginning of period — 330 — 330 CASH AND CASH EQUIVALENTS, end of period $ — $ 351 $ — $ 351 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Cash Flows For the nine months ended September 30, 2017 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated NET CASH FLOWS FROM OPERATING ACTIVITIES $ (504 ) $ 9,025 $ — $ 8,521 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (6,096 ) — (6,096 ) Change in accrued expenses related to capital expenditures — 276 — 276 Contribution to subsidiary (693 ) — 693 — Distributions from subsidiaries 5,912 — (5,912 ) — Other, net — (63 ) — (63 ) Net cash flows from investing activities 5,219 (5,883 ) (5,219 ) (5,883 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt 4,747 7,368 — 12,115 Repayments of long-term debt (775 ) (4,759 ) — (5,534 ) Borrowings of loans payable - related parties — 163 — 163 Payments for debt issuance costs (46 ) (37 ) — (83 ) Contributions from parent — 693 (693 ) — Distributions to parent (8,641 ) (5,912 ) 5,912 (8,641 ) Other, net — (8 ) — (8 ) Net cash flows from financing activities (4,715 ) (2,492 ) 5,219 (1,988 ) NET INCREASE IN CASH AND CASH EQUIVALENTS — 650 — 650 CASH AND CASH EQUIVALENTS, beginning of period — 1,324 — 1,324 CASH AND CASH EQUIVALENTS, end of period $ — $ 1,974 $ — $ 1,974 |