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 attributable to CCO Holdings member for the nine months ended September 30, 2019 . Condensed consolidating financial statements as of September 30, 2019 and December 31, 2018 and for the nine months ended September 30, 2019 and 2018 follow. CCO Holdings, LLC and Subsidiaries Condensed Consolidating Balance Sheets As of September 30, 2019 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 290 $ — $ 290 Accounts receivable, net — 2,252 — 2,252 Receivables from related party 55 — (55 ) — Prepaid expenses and other current assets — 548 — 548 Total current assets 55 3,090 (55 ) 3,090 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net — 33,560 — 33,560 Customer relationships, net — 7,956 — 7,956 Franchises — 67,322 — 67,322 Goodwill — 29,554 — 29,554 Total investment in cable properties, net — 138,392 — 138,392 INVESTMENT IN SUBSIDIARIES 76,898 — (76,898 ) — OPERATING LEASE RIGHT-OF-USE ASSETS — 930 — 930 LOANS RECEIVABLE – RELATED PARTY 545 — (545 ) — OTHER NONCURRENT ASSETS — 1,398 — 1,398 Total assets $ 77,498 $ 143,810 $ (77,498 ) $ 143,810 LIABILITIES AND MEMBER’S EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 302 $ 7,019 $ — $ 7,321 Operating lease liabilities — 180 — 180 Payables to related party — 544 (55 ) 489 Current portion of long-term debt — 3,509 — 3,509 Total current liabilities 302 11,252 (55 ) 11,499 LONG-TERM DEBT 20,249 51,141 — 71,390 LOANS PAYABLE – RELATED PARTY — 1,504 (545 ) 959 DEFERRED INCOME TAXES — 52 — 52 LONG-TERM OPERATING LEASE LIABILITIES — 794 — 794 OTHER LONG-TERM LIABILITIES — 2,146 — 2,146 MEMBER’S EQUITY Controlling interest 56,947 76,898 (76,898 ) 56,947 Noncontrolling interests — 23 — 23 Total member’s equity 56,947 76,921 (76,898 ) 56,970 Total liabilities and member’s equity $ 77,498 $ 143,810 $ (77,498 ) $ 143,810 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 nine months ended September 30, 2019 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated REVENUES $ — $ 33,997 $ — $ 33,997 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) — 21,950 — 21,950 Depreciation and amortization — 7,453 — 7,453 Other operating expense, net — 77 — 77 — 29,480 — 29,480 Income from operations — 4,517 — 4,517 OTHER INCOME (EXPENSES): Interest expense, net (785 ) (2,080 ) — (2,865 ) Loss on financial instruments, net — (116 ) — (116 ) Other pension benefits, net — 27 — 27 Other expense, net — (129 ) — (129 ) Equity in income of subsidiaries 2,132 — (2,132 ) — 1,347 (2,298 ) (2,132 ) (3,083 ) Income before income taxes 1,347 2,219 (2,132 ) 1,434 Income tax expense — (86 ) — (86 ) Consolidated net income 1,347 2,133 (2,132 ) 1,348 Less: Net income attributable to noncontrolling interests — (1 ) — (1 ) Net income $ 1,347 $ 2,132 $ (2,132 ) $ 1,347 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 expense, net (762 ) (1,896 ) — (2,658 ) Other pension benefits, net — 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 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 Cash Flows For the nine months ended September 30, 2019 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated NET CASH FLOWS FROM OPERATING ACTIVITIES $ (762 ) $ 9,109 $ — $ 8,347 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (4,913 ) — (4,913 ) Change in accrued expenses related to capital expenditures — (449 ) — (449 ) Contributions to subsidiaries (1,559 ) — 1,559 — Distributions from subsidiaries 5,988 — (5,988 ) — Other, net — 85 — 85 Net cash flows from investing activities 4,429 (5,277 ) (4,429 ) (5,277 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt 1,515 11,642 — 13,157 Repayments of long-term debt — (10,886 ) — (10,886 ) Payments for debt issuance costs (14 ) (34 ) — (48 ) Distributions to noncontrolling interest — (2 ) — (2 ) Contributions from parent 54 1,559 (1,559 ) 54 Distributions to parent (5,222 ) (5,988 ) 5,988 (5,222 ) Other, net — (133 ) — (133 ) Net cash flows from financing activities (3,667 ) (3,842 ) 4,429 (3,080 ) NET DECREASE IN CASH AND CASH EQUIVALENTS — (10 ) — (10 ) CASH AND CASH EQUIVALENTS, beginning of period — 300 — 300 CASH AND CASH EQUIVALENTS, end of period $ — $ 290 $ — $ 290 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 ) Contribution 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 |