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 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 six months ended June 30, 2020 and 2019. Condensed consolidating financial statements as of June 30, 2020 and December 31, 2019 and for the six months ended June 30, 2020 and 2019 follow. CCO Holdings, LLC and Subsidiaries Condensed Consolidating Balance Sheets As of June 30, 2020 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 200 $ 1,658 $ — $ 1,858 Accounts receivable, net — 1,961 — 1,961 Receivables from related party 43 — (43) — Prepaid expenses and other current assets — 625 — 625 Total current assets 243 4,244 (43) 4,444 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net — 33,304 — 33,304 Customer relationships, net — 6,486 — 6,486 Franchises — 67,322 — 67,322 Goodwill — 29,554 — 29,554 Total investment in cable properties, net — 136,666 — 136,666 INVESTMENT IN SUBSIDIARIES 74,548 — (74,548) — LOANS RECEIVABLE – RELATED PARTY 567 — (567) — OTHER NONCURRENT ASSETS — 2,564 — 2,564 Total assets $ 75,358 $ 143,474 $ (75,158) $ 143,674 LIABILITIES AND MEMBER’S EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 314 $ 7,443 $ — $ 7,757 Payables to related party — 181 (43) 138 Current portion of long-term debt — 706 — 706 Total current liabilities 314 8,330 (43) 8,601 LONG-TERM DEBT 22,069 55,594 — 77,663 LOANS PAYABLE – RELATED PARTY — 1,591 (567) 1,024 DEFERRED INCOME TAXES — 55 — 55 OTHER LONG-TERM LIABILITIES — 3,333 — 3,333 MEMBER’S EQUITY Controlling interest 52,975 74,548 (74,548) 52,975 Noncontrolling interests — 23 — 23 Total member’s equity 52,975 74,571 (74,548) 52,998 Total liabilities and member’s equity $ 75,358 $ 143,474 $ (75,158) $ 143,674 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Balance Sheets As of December 31, 2019 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 500 $ 2,749 $ — $ 3,249 Accounts receivable, net — 2,195 — 2,195 Receivables from related party 59 — (59) — Prepaid expenses and other current assets — 711 — 711 Total current assets 559 5,655 (59) 6,155 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net — 33,908 — 33,908 Customer relationships, net — 7,453 — 7,453 Franchises — 67,322 — 67,322 Goodwill — 29,554 — 29,554 Total investment in cable properties, net — 138,237 — 138,237 INVESTMENT IN SUBSIDIARIES 76,409 — (76,409) — LOANS RECEIVABLE – RELATED PARTY 545 — (545) — OTHER NONCURRENT ASSETS — 2,351 — 2,351 Total assets $ 77,513 $ 146,243 $ (77,013) $ 146,743 LIABILITIES AND MEMBER’S EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 296 $ 7,846 $ — $ 8,142 Payables to related party — 357 (59) 298 Current portion of long-term debt — 3,500 — 3,500 Total current liabilities 296 11,703 (59) 11,940 LONG-TERM DEBT 21,951 53,627 — 75,578 LOANS PAYABLE – RELATED PARTY — 1,504 (545) 959 DEFERRED INCOME TAXES — 55 — 55 OTHER LONG-TERM LIABILITIES — 2,922 — 2,922 MEMBER’S EQUITY Controlling interest 55,266 76,409 (76,409) 55,266 Noncontrolling interests — 23 — 23 Total member’s equity 55,266 76,432 (76,409) 55,289 Total liabilities and member’s equity $ 77,513 $ 146,243 $ (77,013) $ 146,743 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Operations For the six months June 30, 2020 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated REVENUES $ — $ 23,430 $ — $ 23,430 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) — 14,774 — 14,774 Depreciation and amortization — 4,917 — 4,917 Other operating expense, net — 12 — 12 — 19,703 — 19,703 Income from operations — 3,727 — 3,727 OTHER INCOME (EXPENSES): Interest expense, net (587) (1,370) — (1,957) Loss on extinguishment of debt (63) — — (63) Loss on financial instruments, net — (254) — (254) Other pension benefits, net — 21 — 21 Other income, net — 5 — 5 Equity in income of subsidiaries 2,115 — (2,115) — 1,465 (1,598) (2,115) (2,248) Income before income taxes 1,465 2,129 (2,115) 1,479 Income tax expense — (13) — (13) Consolidated net income 1,465 2,116 (2,115) 1,466 Less: Net income attributable to noncontrolling interests — (1) — (1) Net income $ 1,465 $ 2,115 $ (2,115) $ 1,465 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 Cash Flows For the six months ended June 30, 2020 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated NET CASH FLOWS FROM OPERATING ACTIVITIES $ (565) $ 7,260 $ — $ 6,695 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (3,338) — (3,338) Change in accrued expenses related to capital expenditures — (174) — (174) Contributions to subsidiaries (4,385) — 4,385 — Distributions from subsidiaries 8,541 — (8,541) — Other, net — (5) — (5) Net cash flows from investing activities 4,156 (3,517) (4,156) (3,517) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt 4,178 3,144 — 7,322 Repayments of long-term debt (4,092) (3,800) — (7,892) Borrowings of loans payable - related parties — 25 — 25 Payments for debt issuance costs (41) (21) — (62) Distributions to noncontrolling interest — (1) — (1) Contributions from parent 39 4,385 (4,385) 39 Distributions to parent (3,975) (8,541) 8,541 (3,975) Other, net — (25) — (25) Net cash flows from financing activities (3,891) (4,834) 4,156 (4,569) NET DECREASE IN CASH AND CASH EQUIVALENTS (300) (1,091) — (1,391) CASH AND CASH EQUIVALENTS, beginning of period 500 2,749 — 3,249 CASH AND CASH EQUIVALENTS, end of period $ 200 $ 1,658 $ — $ 1,858 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) Contribution 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 |