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 June 30, 2018 and December 31, 2017 and for the six months ended June 30, 2018 and 2017 follow. CCO Holdings, LLC and Subsidiaries Condensed Consolidating Balance Sheets As of June 30, 2018 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 484 $ — $ 484 Accounts receivable, net — 1,591 — 1,591 Receivables from related party 48 — (48 ) — Prepaid expenses and other current assets — 295 — 295 Total current assets 48 2,370 (48 ) 2,370 INVESTMENT IN CABLE PROPERTIES: Property, plant and equipment, net — 34,081 — 34,081 Customer relationships, net — 10,710 — 10,710 Franchises — 67,319 — 67,319 Goodwill — 29,554 — 29,554 Total investment in cable properties, net — 141,664 — 141,664 INVESTMENT IN SUBSIDIARIES 80,222 — (80,222 ) — LOANS RECEIVABLE – RELATED PARTY 526 — (526 ) — OTHER NONCURRENT ASSETS — 1,291 — 1,291 Total assets $ 80,796 $ 145,325 $ (80,796 ) $ 145,325 LIABILITIES AND MEMBER’S EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 283 $ 7,516 $ — $ 7,799 Payables to related party — 522 (48 ) 474 Current portion of long-term debt — 5,387 — 5,387 Total current liabilities 283 13,425 (48 ) 13,660 LONG-TERM DEBT 18,719 48,011 — 66,730 LOANS PAYABLE – RELATED PARTY — 1,446 (526 ) 920 DEFERRED INCOME TAXES — 32 — 32 OTHER LONG-TERM LIABILITIES — 2,165 — 2,165 MEMBER’S EQUITY Controlling interest 61,794 80,222 (80,222 ) 61,794 Noncontrolling interests — 24 — 24 Total member’s equity 61,794 80,246 (80,222 ) 61,818 Total liabilities and member’s equity $ 80,796 $ 145,325 $ (80,796 ) $ 145,325 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 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 expense, net — (5 ) — (5 ) 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 Operations For the six months ended June 30, 2017 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated REVENUES $ — $ 20,521 $ — $ 20,521 COSTS AND EXPENSES: Operating costs and expenses (exclusive of items shown separately below) — 13,166 — 13,166 Depreciation and amortization — 5,140 — 5,140 Other operating expenses, net — 229 — 229 — 18,535 — 18,535 Income from operations — 1,986 — 1,986 OTHER INCOME (EXPENSES): Interest expense, net (404 ) (1,069 ) — (1,473 ) Loss on extinguishment of debt (33 ) (2 ) — (35 ) Loss on financial instruments, net — (32 ) — (32 ) Other income, net — 26 — 26 Equity in income of subsidiaries 879 — (879 ) — 442 (1,077 ) (879 ) (1,514 ) Income before income taxes 442 909 (879 ) 472 INCOME TAX EXPENSE — (29 ) — (29 ) Consolidated net income 442 880 (879 ) 443 Less: Net income attributable to noncontrolling interests — (1 ) — (1 ) Net income $ 442 $ 879 $ (879 ) $ 442 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 Comprehensive Income For the six months ended June 30, 2017 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated Consolidated net income $ 442 $ 880 $ (879 ) $ 443 Net impact of interest rate derivative instruments 3 3 (3 ) 3 Consolidated comprehensive income $ 445 $ 883 $ (882 ) $ 446 Less: Comprehensive income attributable to noncontrolling interests — (1 ) — (1 ) Comprehensive income $ 445 $ 882 $ (882 ) $ 445 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 ) Contributions 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 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 CCO Holdings, LLC and Subsidiaries Condensed Consolidating Statements of Cash Flows For the six months ended June 30, 2017 Guarantor Subsidiaries CCO Holdings Charter Operating and Restricted Subsidiaries Eliminations CCO Holdings Consolidated NET CASH FLOWS FROM OPERATING ACTIVITIES $ (353 ) $ 5,981 $ — $ 5,628 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (3,703 ) — (3,703 ) Change in accrued expenses related to capital expenditures — 197 — 197 Contribution to subsidiary (693 ) — 693 — Distributions from subsidiaries 3,228 — (3,228 ) — Other, net — (49 ) — (49 ) Net cash flows from investing activities 2,535 (3,555 ) (2,535 ) (3,555 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of long-term debt 3,246 3,900 — 7,146 Repayments of long-term debt (775 ) (4,754 ) — (5,529 ) Borrowings loans payable - related parties — 178 — 178 Payments for debt issuance costs (31 ) (11 ) — (42 ) Contributions from parent — 693 (693 ) — Distributions to parent (4,622 ) (3,228 ) 3,228 (4,622 ) Other, net — (7 ) — (7 ) Net cash flows from financing activities (2,182 ) (3,229 ) 2,535 (2,876 ) NET DECREASE IN CASH AND CASH EQUIVALENTS — (803 ) — (803 ) CASH AND CASH EQUIVALENTS, beginning of period — 1,324 — 1,324 CASH AND CASH EQUIVALENTS, end of period $ — $ 521 $ — $ 521 |