Consolidating Schedules

The CCO Holdings notes and the CCO Holdings credit facility are obligations of CCO Holdings. The CCH II notes are obligations of CCH II. However, these notes of CCO Holdings and CCH II are also jointly, severally, fully and unconditionally guaranteed on an unsecured senior basis by Charter.

The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Affiliates Whose Securities Collateralize an Issue Registered or Being Registered. 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.

Condensed consolidating financial statements as of March 31, 2012 and December 31, 2011 and for the three months ended March 31, 2012 and 2011 follow.



Charter Communications, Inc.
Condensed Consolidating Balance Sheet
As of March 31, 2012

	Charter		Intermediate Holding Companies		CCH II		CCO Holdings		Charter Operating and Subsidiaries		Eliminations			Charter Consolidated
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	2	$	—	$	—	$	2	$	—	$	—		$	4
Restricted cash and cash equivalents	—		—		—		—		27		—			27
Accounts receivable, net	—		4		—		—		227		—			231
Receivables from related party	65		135		1		2		—		(203		)	—
Prepaid expenses and other current assets	22		9		—		—		45		—			76
Total current assets	89		148		1		4		299		(203		)	338

INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net	—		33		—		—		6,873		—			6,906
Franchises	—		—		—		—		5,291		—			5,291
Customer relationships, net	—		—		—		—		1,634		—			1,634
Goodwill	—		—		—		—		954		—			954
Total investment in cable properties, net	—		33		—		—		14,752		—			14,785

CC VIII PREFERRED INTEREST	94		219		—		—		—		(313		)	—

INVESTMENT IN SUBSIDIARIES	1,071		555		1,611		8,638		—		(11,875		)	—

LOANS RECEIVABLE – RELATED PARTY	—		44		265		359		—		(668		)	—

OTHER NONCURRENT ASSETS	—		158		—		98		140		—			396

Total assets	$	1,254	$	1,157	$	1,877	$	9,099	$	15,191	$	(13,059	)	$	15,519

LIABILITIES AND SHAREHOLDERS’/MEMBER’S EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	7	$	82	$	18	$	172	$	861	$	—		$	1,140
Payables to related party	—		—		—		—		203		(203		)	—
Total current liabilities	7		82		18		172		1,064		(203		)	1,140

LONG-TERM DEBT	—		—		1,304		7,316		4,182		—			12,802
LOANS PAYABLE – RELATED PARTY	—		—		—		—		668		(668		)	—
DEFERRED INCOME TAXES	694		—		—		—		223		—			917
OTHER LONG-TERM LIABILITIES	227		4		—		—		103		—			334

Shareholders’/Member’s equity	326		1,071		555		1,611		8,638		(11,875		)	326
Noncontrolling interest	—		—		—		—		313		(313		)	—
Total shareholders’/member’s equity	326		1,071		555		1,611		8,951		(12,188		)	326

Total liabilities and shareholders’/member’s equity	$	1,254	$	1,157	$	1,877	$	9,099	$	15,191	$	(13,059	)	$	15,519



Charter Communications, Inc.
Condensed Consolidating Balance Sheet
As of December 31, 2011

	Charter		Intermediate Holding Companies		CCH II		CCO Holdings		Charter Operating and Subsidiaries		Eliminations			Charter Consolidated
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	—	$	—	$	—	$	2	$	—	$	—		$	2
Restricted cash and cash equivalents	—		—		—		—		27		—			27
Accounts receivable, net	—		4		—		—		268		—			272
Receivables from related party	58		176		8		7		—		(249		)	—
Prepaid expenses and other current assets	21		21		—		—		27		—			69
Total current assets	79		201		8		9		322		(249		)	370

INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net	—		33		—		—		6,864		—			6,897
Franchises	—		—		—		—		5,288		—			5,288
Customer relationships, net	—		—		—		—		1,704		—			1,704
Goodwill	—		—		—		—		954		—			954
Total investment in cable properties, net	—		33		—		—		14,810		—			14,843

CC VIII PREFERRED INTEREST	91		213		—		—		—		(304		)	—

INVESTMENT IN SUBSIDIARIES	1,102		592		2,094		8,623		—		(12,411		)	—

LOANS RECEIVABLE – RELATED PARTY	—		43		256		37		—		(336		)	—

OTHER NONCURRENT ASSETS	—		158		—		90		144		—			392

Total assets	$	1,272	$	1,240	$	2,358	$	8,759	$	15,276	$	(13,300	)	$	15,605

LIABILITIES AND SHAREHOLDERS’/MEMBER’S EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	12	$	134	$	74	$	98	$	835	$	—		$	1,153
Payables to related party	—		—		—		—		249		(249		)	—
Total current liabilities	12		134		74		98		1,084		(249		)	1,153

LONG-TERM DEBT	—		—		1,692		6,567		4,597		—			12,856
LOANS PAYABLE – RELATED PARTY	—		—		—		—		336		(336		)	—
DEFERRED INCOME TAXES	624		—		—		—		223		—			847
OTHER LONG-TERM LIABILITIES	227		4		—		—		109		—			340

Shareholders’/Member’s equity	409		1,102		592		2,094		8,623		(12,411		)	409
Noncontrolling interest	—		—		—		—		304		(304		)	—
Total shareholders’/member’s equity	409		1,102		592		2,094		8,927		(12,715		)	409

Total liabilities and shareholders’/member’s equity	$	1,272	$	1,240	$	2,358	$	8,759	$	15,276	$	(13,300	)	$	15,605



Charter Communications, Inc.
Condensed Consolidating Statement of Operations
For the three months ended March 31, 2012

	Charter			Intermediate Holding Companies			CCH II			CCO Holdings			Charter Operating and Subsidiaries			Eliminations			Charter Consolidated

REVENUES	$	6		$	36		$	—		$	—		$	1,827		$	(42	)	$	1,827

COSTS AND EXPENSES:
Operating (excluding depreciation and amortization)	—			—			—			—			814			—			814
Selling, general and administrative	6			36			—			—			372			(42		)	372
Depreciation and amortization	—			—			—			—			408			—			408
Other operating expenses, net	—			—			—			—			3			—			3

	6			36			—			—			1,597			(42		)	1,597

Income from operations	—			—			—			—			230			—			230

OTHER INCOME AND (EXPENSES):
Interest expense, net	—			—			(34		)	(127		)	(76		)	—			(237		)
Loss on extinguishment of debt	—			—			(6		)	—			(9		)	—			(15		)
Other expense, net	—			—			—			—			(1		)	—			(1		)
Equity in income (loss) of subsidiaries	(28		)	(34		)	6			133			—			(77		)	—

	(28		)	(34		)	(34		)	6			(86		)	(77		)	(253		)

Income (loss) before income taxes	(28		)	(34		)	(34		)	6			144			(77		)	(23		)

INCOME TAX EXPENSE	(69		)	—			—			—			(2		)	—			(71		)

Consolidated net income (loss)	(97		)	(34		)	(34		)	6			142			(77		)	(94		)

Less: Net (income) loss – noncontrolling interest	3			6			—			—			(9		)	—			—

Net income (loss)	$	(94	)	$	(28	)	$	(34	)	$	6		$	133		$	(77	)	$	(94	)



Charter Communications, Inc.
Condensed Consolidating Statement of Operations
For the three months ended March 31, 2011

	Charter			Intermediate Holding Companies			CCH II			CCO Holdings			Charter Operating and Subsidiaries			Eliminations			Charter Consolidated

REVENUES	$	10		$	29		$	—		$	—		$	1,770		$	(39	)	$	1,770

COSTS AND EXPENSES:
Operating (excluding depreciation and amortization)	—			—			—			—			768			—			768
Selling, general and administrative	10			29			—			—			345			(39		)	345
Depreciation and amortization	—			—			—			—			383			—			383
Other operating expenses, net	—			—			—			—			5			—			5

	10			29			—			—			1,501			(39		)	1,501

Income from operations	—			—			—			—			269			—			269

OTHER INCOME AND (EXPENSES):
Interest expense, net	—			—			(48		)	(76		)	(109		)	—			(233		)
Loss on extinguishment of debt	—			—			—			—			(67		)	—			(67		)
Equity in income (loss) of subsidiaries	(40		)	(47		)	1			77			—			9			—

	(40		)	(47		)	(47		)	1			(176		)	9			(300		)

Income (loss) before income taxes	(40		)	(47		)	(47		)	1			93			9			(31		)

INCOME TAX EXPENSE	(73		)	—			—			—			(6		)	—			(79		)

Consolidated net income (loss)	(113		)	(47		)	(47		)	1			87			9			(110		)

Less: Net (income) loss – noncontrolling interest	3			7			—			—			(10		)	—			—

Net income (loss)	$	(110	)	$	(40	)	$	(47	)	$	1		$	77		$	9		$	(110	)



Charter Communications, Inc.
Condensed Consolidating Statement of Comprehensive Income (Loss)
For the three months ended March 31, 2012

	Charter			Intermediate Holding Companies			CCH II			CCO Holdings		Charter Operating and Subsidiaries		Eliminations			Charter Consolidated

Consolidated net income (loss)	$	(97	)	$	(34	)	$	(34	)	$	6	$	142	$	(77	)	$	(94	)
Changes in fair value of interest rate swap agreements, net of tax	—			—			—			—		1		—			1

Comprehensive income (loss)	$	(97	)	$	(34	)	$	(34	)	$	6	$	143	$	(77	)	$	(93	)



Charter Communications, Inc.
Condensed Consolidating Statement of Comprehensive Income (Loss)
For the three months ended March 31, 2011

	Charter			Intermediate Holding Companies			CCH II			CCO Holdings		Charter Operating and Subsidiaries		Eliminations		Charter Consolidated

Consolidated net income (loss)	$	(113	)	$	(47	)	$	(47	)	$	1	$	87	$	9	$	(110	)
Changes in fair value of interest rate swap agreements, net of tax	—			—			—			—		11		—		11

Comprehensive income (loss)	$	(113	)	$	(47	)	$	(47	)	$	1	$	98	$	9	$	(99	)



Charter Communications, Inc.
Condensed Consolidating Statement of Cash Flows
For the three months ended March 31, 2012

	Charter			Intermediate Holding Companies			CCH II			CCO Holdings			Charter Operating and Subsidiaries			Eliminations			Charter Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income (loss)	$	(97	)	$	(34	)	$	(34	)	$	6		$	142		$	(77	)	$	(94	)
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization	—			—			—			—			408			—			408
Noncash interest expense	—			—			(8		)	6			16			—			14
Loss on extinguishment of debt	—			—			6			—			9			—			15
Deferred income taxes	70			—			—			—			—			—			70
Equity in (income) losses of subsidiaries	28			34			(6		)	(133		)	—			77			—
Other, net	(1		)	1			—			(1		)	12			—			11
Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
Accounts receivable	—			—			—			—			40			—			40
Prepaid expenses and other assets	1			11			—			—			(20		)	—			(8		)
Accounts payable, accrued expenses and other	(5		)	(53		)	(56		)	73			39			—			(2		)
Receivables from and payables to related party	4			41			(2		)	(2		)	(41		)	—			—

Net cash flows from operating activities	—			—			(100		)	(51		)	605			—			454

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	—			—			—			—			(340		)	—			(340		)
Change in accrued expenses related to capital expenditures	—			—			—			—			(12		)	—			(12		)
Contribution to subsidiary	—			—			—			(419		)	—			419			—
Distributions from subsidiary	3			15			489			538			—			(1,045		)	—
Other, net	—			—			—			—			(13		)	—			(13		)

Net cash flows from investing activities	3			15			489			119			(365		)	(626		)	(365		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt	—			—			—			746			723			—			1,469
Repayments of long-term debt	—			—			(386		)	—			(1,153		)	—			(1,539		)
Borrowings (payments) loans payable - related parties	—			—			—			(314		)	314			—			—
Payment for debt issuance costs	—			—			—			(10		)	—			—			(10		)
Purchase of treasury stock	(3		)	—			—			—			—			—			(3		)
Contributions from parent	—			—			—			—			419			(419		)	—
Distributions to parent	—			(15		)	(3		)	(489		)	(538		)	1,045			—
Other, net	2			—			—			(1		)	(5		)	—			(4		)

Net cash flows from financing activities	(1		)	(15		)	(389		)	(68		)	(240		)	626			(87		)

NET INCREASE IN CASH AND CASH EQUIVALENTS	2			—			—			—			—			—			2
CASH AND CASH EQUIVALENTS, beginning of period	—			—			—			2			27			—			29

CASH AND CASH EQUIVALENTS, end of period	$	2		$	—		$	—		$	2		$	27		$	—		$	31



Charter Communications, Inc.
Condensed Consolidating Statement of Cash Flows
For the three months ended March 31, 2011

	Charter			Intermediate Holding Companies			CCH II			CCO Holdings			Charter Operating and Subsidiaries			Eliminations			Charter Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income (loss)	$	(113	)	$	(47	)	$	(47	)	$	1		$	87		$	9		$	(110	)
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization	—			—			—			—			383			—			383
Noncash interest expense	—			—			(9		)	5			16			—			12
Loss on extinguishment of debt	—			—			—			—			67			—			67
Deferred income taxes	73			—			—			—			4			—			77
Equity in (income) losses of subsidiaries	40			47			(1		)	(77		)	—			(9		)	—
Other, net	—			—			—			—			7			—			7
Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
Accounts receivable	—			1			—			—			23			—			24
Prepaid expenses and other assets	—			3			—			—			(12		)	—			(9		)
Accounts payable, accrued expenses and other	—			(12		)	(60		)	73			(5		)	—			(4		)
Receivables from and payables to related party	—			8			(2		)	(2		)	(4		)	—			—

Net cash flows from operating activities	—			—			(119		)	—			566			—			447

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	—			—			—			—			(356		)	—			(356		)
Change in accrued expenses related to capital expenditures	—			—			—			—			(19		)	—			(19		)
Contribution to subsidiary	—			—			—			(1,369		)	—			1,369			—
Distributions from subsidiary	206			1,030			322			122			—			(1,680		)	—
Other, net	—			—			—			—			(6		)	—			(6		)

Net cash flows from investing activities	206			1,030			322			(1,247		)	(381		)	(311		)	(381		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt	—			—			—			1,390			456			—			1,846
Repayments of long-term debt	—			—			—			—			(1,666		)	—			(1,666		)
Borrowings (repayments) loans payable - related parties	—			—			—			202			(202		)	—			—
Payment for debt issuance costs	—			—			—			(22		)	—			—			(22		)
Purchase of treasury stock	(207		)	—			—			—			—			—			(207		)
Contributions from parent	—			—			—			—			1,369			(1,369		)	—
Distributions to parent	—			(1,030		)	(206		)	(322		)	(122		)	1,680			—
Other, net	2			—			—			—			3			—			5

Net cash flows from financing activities	(205		)	(1,030		)	(206		)	1,248			(162		)	311			(44		)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1			—			(3		)	1			23			—			22
CASH AND CASH EQUIVALENTS, beginning of period	—			—			3			1			28			—			32

CASH AND CASH EQUIVALENTS, end of period	$	1		$	—		$	—		$	2		$	51		$	—		$	54