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. 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. CCO Holdings, LLC and Subsidiaries Condensed Consolidating Balance Sheets As of June 30, 2019 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 498 $ — $ 498 Accounts receivable, net — 2,035 — 2,035 Receivables from related party 51 — (51 ) — Prepaid expenses and other current assets — 525 — 525 Total current assets 51 3,058 (51 ) 3,058 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net — 33,876 — 33,876 Customer relationships, net — 8,461 — 8,461 Franchises — 67,319 — 67,319 Goodwill — 29,554 — 29,554 Total investment in cable properties, net — 139,210 — 139,210 INVESTMENT IN SUBSIDIARIES 78,628 — (78,628 ) — OPERATING LEASE RIGHT-OF-USE ASSETS — 989 — 989 LOANS RECEIVABLE – RELATED PARTY 545 — (545 ) — OTHER NONCURRENT ASSETS — 1,390 — 1,390 Total assets $ 79,224 $ 144,647 $ (79,224 ) $ 144,647 LIABILITIES AND MEMBER’S EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 287 $ 6,965 $ — $ 7,252 Operating lease liabilities — 178 — 178 Payables to related party — 486 (51 ) 435 Current portion of long-term debt — 1,522 — 1,522 Total current liabilities 287 9,151 (51 ) 9,387 LONG-TERM DEBT 19,485 52,299 — 71,784 LOANS PAYABLE – RELATED PARTY — 1,504 (545 ) 959 DEFERRED INCOME TAXES — 52 — 52 LONG-TERM OPERATING LEASE LIABILITIES — 851 — 851 OTHER LONG-TERM LIABILITIES — 2,138 — 2,138 MEMBER’S EQUITY Controlling interest 59,452 78,628 (78,628 ) 59,452 Noncontrolling interests — 24 — 24 Total member’s equity 59,452 78,652 (78,628 ) 59,476 Total liabilities and member’s equity $ 79,224 $ 144,647 $ (79,224 ) $ 144,647 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Balance Sheets As of December 31, 2018 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 300 $ — $ 300 Accounts receivable, net — 1,699 — 1,699 Receivables from related party 57 — (57 ) — Prepaid expenses and other current assets — 400 — 400 Total current assets 57 2,399 (57 ) 2,399 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net — 34,658 — 34,658 Customer relationships, net — 9,565 — 9,565 Franchises — 67,319 — 67,319 Goodwill — 29,554 — 29,554 Total investment in cable properties, net — 141,096 — 141,096 INVESTMENT IN SUBSIDIARIES 78,960 — (78,960 ) — LOANS RECEIVABLE – RELATED PARTY 526 — (526 ) — OTHER NONCURRENT ASSETS — 1,403 — 1,403 Total assets $ 79,543 $ 144,898 $ (79,543 ) $ 144,898 LIABILITIES AND MEMBER’S EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 283 $ 7,620 $ — $ 7,903 Payables to related party — 602 (57 ) 545 Current portion of long-term debt — 3,290 — 3,290 Total current liabilities 283 11,512 (57 ) 11,738 LONG-TERM DEBT 18,730 50,807 — 69,537 LOANS PAYABLE – RELATED PARTY — 1,451 (526 ) 925 OTHER LONG-TERM LIABILITIES — 2,144 — 2,144 MEMBER’S EQUITY Controlling interest 60,530 78,960 (78,960 ) 60,530 Noncontrolling interests — 24 — 24 Total member’s equity 60,530 78,984 (78,960 ) 60,554 Total liabilities and member’s equity $ 79,543 $ 144,898 $ (79,543 ) $ 144,898 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Operations For the six months ended June 30, 2019 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated REVENUES $ — $ 22,548 $ — $ 22,548 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) — 14,500 — 14,500 Depreciation and amortization — 5,042 — 5,042 Other operating expense, net — 59 — 59 — 19,601 — 19,601 Income from operations — 2,947 — 2,947 OTHER INCOME (EXPENSES): Interest expense, net (511 ) (1,381 ) — (1,892 ) Loss on financial instruments, net — (82 ) — (82 ) Other pension benefits, net — 18 — 18 Other expense, net — (126 ) — (126 ) Equity in income of subsidiaries 1,299 — (1,299 ) — 788 (1,571 ) (1,299 ) (2,082 ) Income before income taxes 788 1,376 (1,299 ) 865 Income tax expense — (76 ) — (76 ) Consolidated net income 788 1,300 (1,299 ) 789 Less: Net income attributable to noncontrolling interests — (1 ) — (1 ) Net income $ 788 $ 1,299 $ (1,299 ) $ 788 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Operations For the six months ended June 30, 2018 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated REVENUES $ — $ 21,503 $ — $ 21,503 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) — 13,724 — 13,724 Depreciation and amortization — 5,297 — 5,297 Other operating expenses, net — 94 — 94 — 19,115 — 19,115 Income from operations — 2,388 — 2,388 OTHER INCOME (EXPENSES): Interest expense, net (508 ) (1,238 ) — (1,746 ) Loss on financial instruments, net — (12 ) — (12 ) Other pension benefits, net — 40 — 40 Other expense, net — (45 ) — (45 ) Equity in income of subsidiaries 1,127 — (1,127 ) — 619 (1,255 ) (1,127 ) (1,763 ) Income before income taxes 619 1,133 (1,127 ) 625 Income tax expense — (5 ) — (5 ) Consolidated net income 619 1,128 (1,127 ) 620 Less: Net income attributable to noncontrolling interests — (1 ) — (1 ) Net income $ 619 $ 1,127 $ (1,127 ) $ 619 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Comprehensive Income For the six months ended June 30, 2018 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated Consolidated net income $ 619 $ 1,128 $ (1,127 ) $ 620 Foreign currency translation adjustment (1 ) (1 ) 1 (1 ) Consolidated comprehensive income $ 618 $ 1,127 $ (1,126 ) $ 619 Less: Comprehensive income attributable to noncontrolling interests — (1 ) — (1 ) Comprehensive income $ 618 $ 1,126 $ (1,126 ) $ 618 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Cash Flows For the six months ended June 30, 2019 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated NET CASH FLOWS FROM OPERATING ACTIVITIES $ (509 ) $ 5,919 $ — $ 5,410 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (3,262 ) — (3,262 ) Change in accrued expenses related to capital expenditures — (428 ) — (428 ) Contributions to subsidiaries (792 ) — 792 — Distributions from subsidiaries 2,591 — (2,591 ) — Other, net — 80 — 80 Net cash flows from investing activities 1,799 (3,610 ) (1,799 ) (3,610 ) 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 ) Distributions to noncontrolling interest — (1 ) — (1 ) Contributions from parent 51 792 (792 ) 51 Distributions to parent (2,084 ) (2,591 ) 2,591 (2,084 ) Other, net — (127 ) — (127 ) Net cash flows from financing activities (1,290 ) (2,111 ) 1,799 (1,602 ) NET INCREASE IN CASH AND CASH EQUIVALENTS — 198 — 198 CASH AND CASH EQUIVALENTS, beginning of period — 300 — 300 CASH AND CASH EQUIVALENTS, end of period $ — $ 498 $ — $ 498 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Cash Flows For the six months ended June 30, 2018 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated NET CASH FLOWS FROM OPERATING ACTIVITIES $ (502 ) $ 6,218 $ — $ 5,716 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 (77 ) — 77 — Distributions from subsidiaries 3,158 — (3,158 ) — Other, net — (55 ) — (55 ) Net cash flows from investing activities 3,081 (5,095 ) (3,081 ) (5,095 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt — 5,628 — 5,628 Repayments of long-term debt — (3,500 ) — (3,500 ) Borrowings of loans payable - related parties — 7 — 7 Payments for debt issuance costs — (17 ) — (17 ) Distributions to noncontrolling interest — (1 ) — (1 ) Contributions from parent 77 77 (77 ) 77 Distributions to parent (2,656 ) (3,158 ) 3,158 (2,656 ) Other, net — (5 ) — (5 ) Net cash flows from financing activities (2,579 ) (969 ) 3,081 (467 ) NET INCREASE IN CASH AND CASH EQUIVALENTS — 154 — 154 CASH AND CASH EQUIVALENTS, beginning of period — 330 — 330 CASH AND CASH EQUIVALENTS, end of period $ — $ 484 $ — $ 484 |