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, 2017 and December 31, 2016 and for the nine months ended September 30, 2017 and 2016 follow. CCO Holdings, LLC and Subsidiaries Condensed Consolidating Balance Sheets As of September 30, 2017 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 1,974 $ — $ 1,974 Accounts receivable, net — 1,573 — 1,573 Receivables from related party 51 — (51 ) — Prepaid expenses and other current assets — 275 — 275 Total current assets 51 3,822 (51 ) 3,822 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net — 33,066 — 33,066 Customer relationships, net — 12,589 — 12,589 Franchises — 67,316 — 67,316 Goodwill — 29,554 — 29,554 Total investment in cable properties, net — 142,525 — 142,525 INVESTMENT IN SUBSIDIARIES 85,011 — (85,011 ) — LOANS RECEIVABLE – RELATED PARTY 511 — (511 ) — OTHER NONCURRENT ASSETS — 1,115 — 1,115 Total assets $ 85,573 $ 147,462 $ (85,573 ) $ 147,462 LIABILITIES AND MEMBER’S EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 339 $ 7,164 $ — $ 7,503 Payables to related party — 687 (51 ) 636 Current portion of long-term debt — 2,068 — 2,068 Total current liabilities 339 9,919 (51 ) 10,207 LONG-TERM DEBT 17,231 48,833 — 66,064 LOANS PAYABLE – RELATED PARTY — 1,329 (511 ) 818 DEFERRED INCOME TAXES — 39 — 39 OTHER LONG-TERM LIABILITIES — 2,307 — 2,307 MEMBER’S EQUITY Controlling interest 68,003 85,011 (85,011 ) 68,003 Noncontrolling interests — 24 — 24 Total member’s equity 68,003 85,035 (85,011 ) 68,027 Total liabilities and member’s equity $ 85,573 $ 147,462 $ (85,573 ) $ 147,462 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Balance Sheets As of December 31, 2016 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 1,324 $ — $ 1,324 Accounts receivable, net — 1,387 — 1,387 Receivables from related party 62 — (62 ) — Prepaid expenses and other current assets — 300 — 300 Total current assets 62 3,011 (62 ) 3,011 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net — 32,718 — 32,718 Customer relationships, net — 14,608 — 14,608 Franchises — 67,316 — 67,316 Goodwill — 29,509 — 29,509 Total investment in cable properties, net — 144,151 — 144,151 INVESTMENT IN SUBSIDIARIES 88,760 — (88,760 ) — LOANS RECEIVABLE – RELATED PARTY 494 — (494 ) — OTHER NONCURRENT ASSETS — 1,157 — 1,157 Total assets $ 89,316 $ 148,319 $ (89,316 ) $ 148,319 LIABILITIES AND MEMBER’S EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 219 $ 6,678 $ — $ 6,897 Payables to related party — 683 (62 ) 621 Current portion of long-term debt — 2,028 — 2,028 Total current liabilities 219 9,389 (62 ) 9,546 LONG-TERM DEBT 13,259 46,460 — 59,719 LOANS PAYABLE – RELATED PARTY — 1,134 (494 ) 640 DEFERRED INCOME TAXES — 25 — 25 OTHER LONG-TERM LIABILITIES — 2,526 — 2,526 MEMBER’S EQUITY Controlling interest 75,838 88,760 (88,760 ) 75,838 Noncontrolling interests — 25 — 25 Total member’s equity 75,838 88,785 (88,760 ) 75,863 Total liabilities and member’s equity $ 89,316 $ 148,319 $ (89,316 ) $ 148,319 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 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 Operations For the nine months ended September 30, 2016 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated REVENUES $ — $ 18,728 $ — $ 18,728 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) — 12,173 — 12,173 Depreciation and amortization — 4,409 — 4,409 Other operating expenses, net — 513 — 513 — 17,095 — 17,095 Income (loss) from operations — 1,633 — 1,633 OTHER INCOME (EXPENSES): Interest expense, net (539 ) (852 ) — (1,391 ) Loss on extinguishment of debt (110 ) — — (110 ) Gain on financial instruments, net — 16 — 16 Other pension benefits — 533 — 533 Other expense, net — (2 ) — (2 ) Equity in income of subsidiaries 1,327 — (1,327 ) — 678 (305 ) (1,327 ) (954 ) Incomebefore income taxes 678 1,328 (1,327 ) 679 INCOME TAX BENEFIT — — — — Consolidated net income 678 1,328 (1,327 ) 679 Less: Net income attributable to noncontrolling interests — (1 ) — (1 ) Net income $ 678 $ 1,327 $ (1,327 ) $ 678 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 Comprehensive Income For the nine months ended September 30, 2016 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated Consolidated net income $ 678 $ 1,328 $ (1,327 ) $ 679 Net impact of interest rate derivative instruments 6 6 (6 ) 6 Foreign currency translation adjustment (1 ) (1 ) 1 (1 ) Consolidated comprehensive income $ 683 $ 1,333 $ (1,332 ) $ 684 Less: Comprehensive income attributable to noncontrolling interests — (1 ) — (1 ) Comprehensive income $ 683 $ 1,332 $ (1,332 ) $ 683 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 Contributions to subsidiaries (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 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 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Cash Flows For the nine months ended September 30, 2016 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated NET CASH FLOWS FROM OPERATING ACTIVITIES $ (533 ) $ 6,071 $ — $ 5,538 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (3,437 ) — (3,437 ) Change in accrued expenses related to capital expenditures — 86 — 86 Purchases of cable systems, net of cash acquired — (7 ) — (7 ) Contribution to subsidiary (437 ) — 437 — Distributions from subsidiaries 3,455 — (3,455 ) — Other, net — (8 ) — (8 ) Net cash flows from investing activities 3,018 (3,366 ) (3,018 ) (3,366 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt 3,201 2,796 — 5,997 Repayments of long-term debt (2,937 ) (1,183 ) — (4,120 ) Repayments loans payable - related parties (71 ) (182 ) — (253 ) Payments for debt issuance costs (73 ) (210 ) — (283 ) Proceeds from termination of interest rate derivatives — 88 — 88 Contributions from parent 478 437 (437 ) 478 Distributions to parent (3,084 ) (3,455 ) 3,455 (3,084 ) Other, net 1 (5 ) — (4 ) Net cash flows from financing activities (2,485 ) (1,714 ) 3,018 (1,181 ) NET INCREASE IN CASH AND CASH EQUIVALENTS — 991 — 991 CASH AND CASH EQUIVALENTS, beginning of period — 5 — 5 CASH AND CASH EQUIVALENTS, end of period $ — $ 996 $ — $ 996 |