Condensed Consolidating Financial Statements Disclosure | 12. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS Set forth below are condensed consolidating financial statements presenting the financial position, results of operations (including comprehensive income) and cash flows of ( i ) Time Warner Cable Inc. (the “Parent Company”), (ii) Time Warner Cable Enterprises LLC (“TWCE” or the “Guarantor Subsidiary”), a direct 100% owned subsidiary of the Parent Company, (iii) the direct and indirect non-guarantor subsidiaries of the Parent Company (the “Non-Guarantor Subsidiaries”) on a combined basis and (iv) the eliminations necessary to arrive at the information for Time Warner Cable Inc. on a consolidated basis. The Guarantor Subsidiary has fully and unconditionally guaranteed the debt securities issued by the Parent Company in its 2007 registered exchange offer and subsequent public offerings. The Parent Company directly owns all of the voting and economic interests of the Guarantor Subsidiary. There are no legal or regulatory restrictions on the Parent Company's ability to obtain funds from any of its 100% owned subsidiaries through dividends, loans or advances. These condensed consolidating financial statements should be read in conjunction with the consolidated financial statements of Time Warner Cable Inc. Basis of Presentation In presenting the condensed consolidating financial statements, the equity method of accounting has been applied to ( i ) the Parent Company's interests in the Guarantor Subsidiary and the Non-Guarantor Subsidiaries and (ii) the Guarantor Subsidiary's interests in the Non-Guarantor Subsidiaries, where applicable, even though all such subsidiaries meet the requirements to be consolidated under GAAP. All intercompany balances and transactions between the Parent Company, the Guarantor Subsidiary and the Non-Guarantor Subsidiaries have been eliminated, as shown in the column “Eliminations.” All assets and liabilities have been allocated to the Parent Company, the Guarantor Subsidiary and the Non-Guarantor Subsidiaries generally based on legal entity ownership. Certain administrative costs have been allocated to the Parent Company, the Guarantor Subsidiary and the Non-Guarantor Subsidiaries based on revenue recorded at the respective entity. The Parent Company allocates 100% of its third-party interest expense, net of interest income received from intercompany loans, to the Guarantor Subsidiary. The income tax provision has been presented based on each subsidiary's legal entity activity including income tax benefits related to allocated administrative costs and interest expense. Deferred income taxes have been presented based upon the temporary differences between the carrying amounts of the respective assets and liabilities of the applicable entities. C ondensed consolidating financial information as of June 30, 2015 and December 31, 2014 and for the three and six months ended June 30, 2015 and 2014 is as follows (in millions): Condensed Consolidating Balance Sheet as of June 30, 2015 Non- Parent Guarantor Guarantor TWC Company Subsidiary Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and equivalents $ 230 $ — $ 250 $ — $ 480 Receivables, net 152 — 877 — 1,029 Receivables from affiliated parties 221 — 27 (248) — Deferred income tax assets 8 — 228 (1) 235 Other current assets 15 40 275 — 330 Total current assets 626 40 1,657 (249) 2,074 Investments in and amounts due from consolidated subsidiaries 45,752 47,821 7,641 (101,214) — Investments — 56 13 — 69 Property, plant and equipment, net — 27 16,577 — 16,604 Intangible assets subject to amortization, net — 18 468 — 486 Intangible assets not subject to amortization — — 26,014 — 26,014 Goodwill — — 3,138 — 3,138 Other assets 440 — 61 — 501 Total assets $ 46,818 $ 47,962 $ 55,569 $ (101,463) $ 48,886 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ — $ — $ 496 $ — $ 496 Deferred revenue and subscriber- related liabilities — — 215 — 215 Payables to affiliated parties 27 218 3 (248) — Accrued programming and content expense — — 968 — 968 Current maturities of long-term debt 313 — 7 — 320 Other current liabilities 972 66 1,119 (1) 2,156 Total current liabilities 1,312 284 2,808 (249) 4,155 Long-term debt 20,601 2,058 73 — 22,732 Deferred income tax liabilities, net 11 223 12,481 — 12,715 Long-term payables to affiliated parties 7,641 14,702 — (22,343) — Other liabilities 226 94 452 — 772 TWC shareholders’ equity: Due to (from) TWC and subsidiaries 8,519 1,673 (10,192) — — Other TWC shareholders’ equity 8,508 28,928 49,943 (78,871) 8,508 Total TWC shareholders’ equity 17,027 30,601 39,751 (78,871) 8,508 Noncontrolling interests — — 4 — 4 Total equity 17,027 30,601 39,755 (78,871) 8,512 Total liabilities and equity $ 46,818 $ 47,962 $ 55,569 $ (101,463) $ 48,886 Condensed Consolidating Balance Sheet as of December 31, 2014 Non- Parent Guarantor Guarantor TWC Company Subsidiary Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and equivalents $ 481 $ — $ 226 $ — $ 707 Receivables, net 31 — 918 — 949 Receivables from affiliated parties 215 — 27 (242) — Deferred income tax assets 9 — 264 (4) 269 Other current assets 121 46 224 — 391 Total current assets 857 46 1,659 (246) 2,316 Investments in and amounts due from consolidated subsidiaries 44,790 46,401 7,641 (98,832) — Investments — 51 13 — 64 Property, plant and equipment, net — 28 15,962 — 15,990 Intangible assets subject to amortization, net — 5 518 — 523 Intangible assets not subject to amortization — — 26,012 — 26,012 Goodwill — — 3,137 — 3,137 Other assets 385 — 74 — 459 Total assets $ 46,032 $ 46,531 $ 55,016 $ (99,078) $ 48,501 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ — $ — $ 567 $ — $ 567 Deferred revenue and subscriber- related liabilities — — 198 — 198 Payables to affiliated parties 27 212 3 (242) — Accrued programming and content expense — — 902 — 902 Current maturities of long-term debt 1,008 — 9 — 1,017 Other current liabilities 529 67 1,221 (4) 1,813 Total current liabilities 1,564 279 2,900 (246) 4,497 Long-term debt 20,564 2,061 76 — 22,701 Deferred income tax liabilities, net 23 214 12,323 — 12,560 Long-term payables to affiliated parties 7,641 14,702 — (22,343) — Other liabilities 154 91 481 — 726 TWC shareholders’ equity: Due to (from) TWC and subsidiaries 8,073 1,216 (9,289) — — Other TWC shareholders’ equity 8,013 27,968 48,521 (76,489) 8,013 Total TWC shareholders’ equity 16,086 29,184 39,232 (76,489) 8,013 Noncontrolling interests — — 4 — 4 Total equity 16,086 29,184 39,236 (76,489) 8,017 Total liabilities and equity $ 46,032 $ 46,531 $ 55,016 $ (99,078) $ 48,501 Condensed Consolidating Statement of Operations for the Three Months Ended June 30, 2015 Non- Parent Guarantor Guarantor TWC Company Subsidiary Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 5,926 $ — $ 5,926 Costs and expenses: Programming and content — — 1,489 — 1,489 Sales and marketing — — 596 — 596 Technical operations — — 406 — 406 Customer care — — 224 — 224 Other operating — — 1,181 — 1,181 Depreciation — — 885 — 885 Amortization — — 34 — 34 Merger-related and restructuring costs 44 — 38 — 82 Total costs and expenses 44 — 4,853 — 4,897 Operating Income (Loss) (44) — 1,073 — 1,029 Equity in pretax income of consolidated subsidiaries 787 1,153 — (1,940) — Interest income (expense), net (57) (354) 61 — (350) Other income, net 120 1 6 — 127 Income before income taxes 806 800 1,140 (1,940) 806 Income tax provision (343) (337) (306) 643 (343) Net income 463 463 834 (1,297) 463 Less: Net income attributable to noncontrolling interests — — — — — Net income attributable to TWC shareholders $ 463 $ 463 $ 834 $ (1,297) $ 463 Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended June 30, 2015 Non- Parent Guarantor Guarantor TWC Company Subsidiary Subsidiaries Eliminations Consolidated Net income $ 463 $ 463 $ 834 $ (1,297) $ 463 Change in accumulated unrealized losses on pension benefit obligation, net of tax (7) — — — (7) Change in accumulated deferred gains (losses) on cash flow hedges, net of tax 43 — — — 43 Other comprehensive income 36 — — — 36 Comprehensive income 499 463 834 (1,297) 499 Less: Comprehensive income attributable to noncontrolling interests — — — — — Comprehensive income attributable to TWC shareholders $ 499 $ 463 $ 834 $ (1,297) $ 499 Condensed Consolidating Statement of Operations for the Three Months Ended June 30, 2014 Non- Parent Guarantor Guarantor TWC Company Subsidiary Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 5,726 $ — $ 5,726 Costs and expenses: Programming and content — — 1,341 — 1,341 Sales and marketing — — 544 — 544 Technical operations — — 371 — 371 Customer care — — 207 — 207 Other operating — — 1,209 — 1,209 Depreciation — — 795 — 795 Amortization — — 35 — 35 Merger-related and restructuring costs 8 — 53 — 61 Total costs and expenses 8 — 4,555 — 4,563 Operating Income (Loss) (8) — 1,171 — 1,163 Equity in pretax income of consolidated subsidiaries 879 1,224 — (2,103) — Interest income (expense), net (49) (352) 52 — (349) Other income, net — 4 4 — 8 Income before income taxes 822 876 1,227 (2,103) 822 Income tax provision (323) (341) (323) 664 (323) Net income 499 535 904 (1,439) 499 Less: Net income attributable to noncontrolling interests — — — — — Net income attributable to TWC shareholders $ 499 $ 535 $ 904 $ (1,439) $ 499 Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended June 30, 2014 Non- Parent Guarantor Guarantor TWC Company Subsidiary Subsidiaries Eliminations Consolidated Net income $ 499 $ 535 $ 904 $ (1,439) $ 499 Change in accumulated unrealized losses on pension benefit obligation, net of tax (24) — — — (24) Change in accumulated deferred gains (losses) on cash flow hedges, net of tax (46) — — — (46) Other comprehensive loss (70) — — — (70) Comprehensive income 429 535 904 (1,439) 429 Less: Comprehensive income attributable to noncontrolling interests — — — — — Comprehensive income attributable to TWC shareholders $ 429 $ 535 $ 904 $ (1,439) $ 429 Condensed Consolidating Statement of Operations for the Six Months Ended June 30, 2015 Non- Parent Guarantor Guarantor TWC Company Subsidiary Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 11,703 $ — $ 11,703 Costs and expenses: Programming and content — — 2,908 — 2,908 Sales and marketing — — 1,155 — 1,155 Technical operations — — 805 — 805 Customer care — — 450 — 450 Other operating — — 2,359 — 2,359 Depreciation — — 1,737 — 1,737 Amortization — — 68 — 68 Merger-related and restructuring costs 48 — 60 — 108 Total costs and expenses 48 — 9,542 — 9,590 Operating Income (Loss) (48) — 2,161 — 2,113 Equity in pretax income of consolidated subsidiaries 1,594 2,284 — (3,878) — Interest income (expense), net (114) (704) 120 — (698) Other income, net 120 2 15 — 137 Income before income taxes 1,552 1,582 2,296 (3,878) 1,552 Income tax provision (631) (640) (595) 1,235 (631) Net income 921 942 1,701 (2,643) 921 Less: Net income attributable to noncontrolling interests — — — — — Net income attributable to TWC shareholders $ 921 $ 942 $ 1,701 $ (2,643) $ 921 Condensed Consolidating Statement of Comprehensive Income for the Six Months Ended June 30, 2015 Non- Parent Guarantor Guarantor TWC Company Subsidiary Subsidiaries Eliminations Consolidated Net income $ 921 $ 942 $ 1,701 $ (2,643) $ 921 Change in accumulated unrealized losses on pension benefit obligation, net of tax (1) — — — (1) Change in accumulated deferred gains (losses) on cash flow hedges, net of tax 25 — — — 25 Other comprehensive income 24 — — — 24 Comprehensive income 945 942 1,701 (2,643) 945 Less: Comprehensive income attributable to noncontrolling interests — — — — — Comprehensive income attributable to TWC shareholders $ 945 $ 942 $ 1,701 $ (2,643) $ 945 Condensed Consolidating Statement of Operations for the Six Months Ended June 30, 2014 Non- Parent Guarantor Guarantor TWC Company Subsidiary Subsidiaries Eliminations Consolidated Revenue $ — $ — $ 11,308 $ — $ 11,308 Costs and expenses: Programming and content — — 2,650 — 2,650 Sales and marketing — — 1,099 — 1,099 Technical operations — — 742 — 742 Customer care — — 412 — 412 Other operating — — 2,371 — 2,371 Depreciation — — 1,570 — 1,570 Amortization — — 68 — 68 Merger-related and restructuring costs 41 — 100 — 141 Total costs and expenses 41 — 9,012 — 9,053 Operating Income (Loss) (41) — 2,296 — 2,255 Equity in pretax income of consolidated subsidiaries 1,703 2,376 — (4,079) — Interest income (expense), net (97) (718) 102 — (713) Other income, net — 9 14 — 23 Income before income taxes 1,565 1,667 2,412 (4,079) 1,565 Income tax provision (587) (625) (618) 1,243 (587) Net income 978 1,042 1,794 (2,836) 978 Less: Net income attributable to noncontrolling interests — — — — — Net income attributable to TWC shareholders $ 978 $ 1,042 $ 1,794 $ (2,836) $ 978 Condensed Consolidating Statement of Comprehensive Income for the Six Months Ended June 30, 2014 Non- Parent Guarantor Guarantor TWC Company Subsidiary Subsidiaries Eliminations Consolidated Net income $ 978 $ 1,042 $ 1,794 $ (2,836) $ 978 Change in accumulated unrealized losses on pension benefit obligation, net of tax (25) — — — (25) Change in accumulated deferred gains (losses) on cash flow hedges, net of tax (91) — — — (91) Other comprehensive loss (116) — — — (116) Comprehensive income 862 1,042 1,794 (2,836) 862 Less: Comprehensive income attributable to noncontrolling interests — — — — — Comprehensive income attributable to TWC shareholders $ 862 $ 1,042 $ 1,794 $ (2,836) $ 862 Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2015 Non- Parent Guarantor Guarantor TWC Company Subsidiary Subsidiaries Eliminations Consolidated Cash provided (used) by operating activities $ 249 $ (739) $ 3,696 $ — $ 3,206 INVESTING ACTIVITIES Capital expenditures — — (2,397) — (2,397) Proceeds from sale, maturity and Acquisition of intangible assets — (14) (17) — (31) Other investing activities 1 (3) 9 — 7 Cash provided (used) by investing activities 1 (17) (2,405) — (2,421) FINANCING ACTIVITIES Short-term repayments, net (194) — — — (194) Repayments of long-term debt (500) — — — (500) Dividends paid (432) — — — (432) Proceeds from exercise of stock options 106 — — — 106 Excess tax benefit from equity-based compensation 74 — — — 74 Taxes paid in cash in lieu of shares issued for equity-based compensation — — (61) — (61) Net change in investments in and amounts due from consolidated subsidiaries 445 756 (1,201) — — Other financing activities — — (5) — (5) Cash provided (used) by financing activities (501) 756 (1,267) — (1,012) Increase (decrease) in cash and equivalents (251) — 24 — (227) Cash and equivalents at beginning of period 481 — 226 — 707 Cash and equivalents at end of period $ 230 $ — $ 250 $ — $ 480 Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2014 Non- Parent Guarantor Guarantor TWC Company Subsidiary Subsidiaries Eliminations Consolidated Cash provided (used) by operating activities $ 161 $ (690) $ 3,621 $ — $ 3,092 INVESTING ACTIVITIES Capital expenditures — — (2,074) — (2,074) Proceeds from sale, maturity and Acquisition of intangible assets — (3) (21) — (24) Other investing activities 18 (4) 17 — 31 Cash provided (used) by investing activities 18 (7) (2,078) — (2,067) FINANCING ACTIVITIES Short-term borrowings, net 1,147 — — — 1,147 Repayments of long-term debt (1,750) — — — (1,750) Repayments of long-term debt assumed in Dividends paid (428) — — — (428) Repurchases of common stock (259) — — — (259) Proceeds from exercise of stock options 118 — — — 118 Excess tax benefit from equity-based compensation 99 — — — 99 Taxes paid in cash in lieu of shares issued for equity-based compensation — — (68) — (68) Net change in investments in and amounts due from consolidated subsidiaries 763 697 (1,460) — — Other financing activities (1) — (5) — (6) Cash provided (used) by financing activities (311) 697 (1,533) — (1,147) Increase (decrease) in cash and equivalents (132) — 10 — (122) Cash and equivalents at beginning of period 316 — 209 — 525 Cash and equivalents at end of period $ 184 $ — $ 219 $ — $ 403 |