Consolidating Schedules

The CCO Holdings, LLC ("CCO Holdings") notes are obligations of CCO Holdings. However, the CCO Holdings notes are also jointly, severally, fully and unconditionally guaranteed on an unsecured senior basis by Charter. The Charter Operating and Restricted Subsidiaries column is presented as a requirement pursuant to the terms of the Charter Operating credit agreement. The CCOH Safari Notes are obligations of CCOH Safari. The Unrestricted Subsidiary - CCO Safari column is a Non-Recourse Subsidiary under the Charter Operating credit agreement. In September 2014, Charter Operating entered into the Term G Loans and assigned all of its obligations with respect to the Term G Loans and transferred all of the proceeds from the Term G Loans to CCO Safari. Upon receiving the Termination Notice, Charter reclassified the CCOH Safari Notes and the Term G Loans to current portion of long-term debt in the Company's condensed consolidated balance sheets. The proceeds from the CCOH Safari Notes and the CCO Safari Term G Loans were also reclassified to current restricted cash and cash equivalents. See Note 2.

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, 2015 and December 31, 2014 and for the three months ended March 31, 2015 and 2014 follow.



Charter Communications, Inc. and Subsidiaries
Condensed Consolidating Balance Sheets
As of March 31, 2015

	Charter		Intermediate Holding Companies		CCOH Safari			CCO Holdings		Charter Operating and Restricted Subsidiaries		Unrestricted Subsidiary - CCO Safari		Eliminations			Charter Consolidated
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	3	$	1	$	—		$	—	$	16	$	—	$	—		$	20
Restricted cash and cash equivalents	—		—		3,599			—		—		3,513		—			7,112
Accounts receivable, net	10		7		—			—		247		—		—			264
Receivables from related party	40		223					3		—		—		(266		)	—
Prepaid expenses and other current assets	22		9		—			—		75		—		—			106
Total current assets	75		240		3,599			3		338		3,513		(266		)	7,502

RESTRICTED CASH AND CASH EQUIVALENTS	—		—		—			—		—		—		—			—

INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net	—		29		—			—		8,246		—		—			8,275
Franchises	—		—		—			—		6,006		—		—			6,006
Customer relationships, net	—		—		—			—		1,042		—		—			1,042
Goodwill	—		—		—			—		1,168		—		—			1,168
Total investment in cable properties, net	—		29		—			—		16,462		—		—			16,491

PREFERRED INTEREST IN CC VIII	—		446		—			—		—		—		(446		)	—
INVESTMENT IN SUBSIDIARIES	1,473		432		—			10,306		27		—		(12,238		)	—
LOANS RECEIVABLE – RELATED PARTY	—		333		—			597		—		—		(930		)	—
OTHER NONCURRENT ASSETS	—		167		2			101		143		4		—			417

Total assets	$	1,548	$	1,647	$	3,601		$	11,007	$	16,970	$	3,517	$	(13,880	)	$	24,410

LIABILITIES AND SHAREHOLDERS’/MEMBERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	3	$	157	$	66		$	164	$	1,189	$	7	$	—		$	1,586
Payables to related party	—		—		—			—		266		—		(266		)	—
Current portion of long-term debt	—		—		3,500			—		—		3,483		—			6,983
Total current liabilities	3		157		3,566			164		1,455		3,490		(266		)	8,569

LONG-TERM DEBT	—		—		—			10,332		3,649		—		—			13,981
LOANS PAYABLE – RELATED PARTY	—		—		114			—		816		—		(930		)	—
DEFERRED INCOME TAXES	1,468		—		—			—		238		—		—			1,706
OTHER LONG-TERM LIABILITIES	—		17		—			—		60		—		—			77

Shareholders’/Members' equity	77		1,473		(79		)	511		10,306		27		(12,238		)	77
Noncontrolling interest	—		—		—			—		446		—		(446		)	—
Total shareholders’/members' equity	77		1,473		(79		)	511		10,752		27		(12,684		)	77

Total liabilities and shareholders’/members' equity	$	1,548	$	1,647	$	3,601		$	11,007	$	16,970	$	3,517	$	(13,880	)	$	24,410



Charter Communications, Inc. and Subsidiaries
Condensed Consolidating Balance Sheets
As of December 31, 2014

	Charter		Intermediate Holding Companies		CCOH Safari			CCO Holdings		Charter Operating and Restricted Subsidiaries		Unrestricted Subsidiary - CCO Safari		Eliminations			Charter Consolidated
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	3	$	—	$	—		$	—	$	—	$	—	$	—		$	3
Accounts receivable, net	4		6		—			—		275		—		—			285
Receivables from related party	55		221		—			11		—		—		(287		)	—
Prepaid expenses and other current assets	23		10		—			—		50		—		—			83
Total current assets	85		237		—			11		325		—		(287		)	371

RESTRICTED CASH AND CASH EQUIVALENTS	—		—		3,597			—		—		3,514		—			7,111

INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net	—		29		—			—		8,344		—		—			8,373
Franchises	—		—		—			—		6,006		—		—			6,006
Customer relationships, net	—		—		—			—		1,105		—		—			1,105
Goodwill	—		—		—			—		1,168		—		—			1,168
Total investment in cable properties, net	—		29		—			—		16,623		—		—			16,652

PREFERRED INTEREST IN CC VIII	—		436		—			—		—		—		(436		)	—
INVESTMENT IN SUBSIDIARIES	1,509		482		—			10,331		27		—		(12,349		)	—
LOANS RECEIVABLE – RELATED PARTY	—		326		—			584		—		—		(910		)	—
OTHER NONCURRENT ASSETS	—		166		3			104		139		4		—			416

Total assets	$	1,594	$	1,676	$	3,600		$	11,030	$	17,114	$	3,518	$	(13,982	)	$	24,550

LIABILITIES AND SHAREHOLDERS’/MEMBERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	11	$	152	$	18		$	187	$	1,259	$	8	$	—		$	1,635
Payables to related party	—		—		—			—		287		—		(287		)	—
Total current liabilities	11		152		18			187		1,546		8		(287		)	1,635

LONG-TERM DEBT	—		—		3,500			10,331		3,709		3,483		—			21,023
LOANS PAYABLE – RELATED PARTY	—		—		112			—		798		—		(910		)	—
DEFERRED INCOME TAXES	1,437		—		—			—		237		—		—			1,674
OTHER LONG-TERM LIABILITIES	—		15		—			—		57		—		—			72

Shareholders’/Members' equity	146		1,509		(30		)	512		10,331		27		(12,349		)	146
Noncontrolling interest	—		—		—			—		436		—		(436		)	—
Total shareholders’/members' equity	146		1,509		(30		)	512		10,767		27		(12,785		)	146

Total liabilities and shareholders’/members' equity	$	1,594	$	1,676	$	3,600		$	11,030	$	17,114	$	3,518	$	(13,982	)	$	24,550



Charter Communications, Inc. and Subsidiaries
Condensed Consolidating Statements of Operations
For the three months ended March 31, 2015

	Charter			Intermediate Holding Companies			CCOH Safari			CCO Holdings			Charter Operating and Restricted Subsidiaries			Unrestricted Subsidiary - CCO Safari			Eliminations			Charter Consolidated

REVENUES	$	6		$	71		$	—		$	—		$	2,362		$	—		$	(77	)	$	2,362

COSTS AND EXPENSES:
Operating costs and expenses (exclusive of items shown separately below)	6			71			—			—			1,581			—			(77		)	1,581
Depreciation and amortization	—			—			—			—			514			—			—			514
Other operating expenses, net	—			—			—			—			18			—			—			18

	6			71			—			—			2,113			—			(77		)	2,113

Income from operations	—			—			—			—			249			—			—			249

OTHER INCOME (EXPENSES):
Interest expense, net	—			2			(49		)	(166		)	(40		)	(36		)	—			(289		)
Loss on derivative instruments, net	—			—			—			—			(6		)	—			—			(6		)
Equity in income (loss) of subsidiaries	(47		)	(59		)	—			156			(36		)	—			(14		)	—

	(47		)	(57		)	(49		)	(10		)	(82		)	(36		)	(14		)	(295		)

Income (loss) before income taxes	(47		)	(57		)	(49		)	(10		)	167			(36		)	(14		)	(46		)

INCOME TAX EXPENSE	(34		)	—			—			—			(1		)	—			—			(35		)

Consolidated net income (loss)	(81		)	(57		)	(49		)	(10		)	166			(36		)	(14		)	(81		)

Less: Noncontrolling interest	—			10			—			—			(10		)	—			—			—

Net income (loss)	$	(81	)	$	(47	)	$	(49	)	$	(10	)	$	156		$	(36	)	$	(14	)	$	(81	)



Charter Communications, Inc. and Subsidiaries
Condensed Consolidating Statements of Operations
For the three months ended March 31, 2014

	Charter			Intermediate Holding Companies		CCOH Safari		CCO Holdings			Charter Operating and Restricted Subsidiaries			Unrestricted Subsidiary - CCO Safari		Eliminations			Charter Consolidated

REVENUES	$	5		$	60	$	—	$	—		$	2,202		$	—	$	(65	)	$	2,202

COSTS AND EXPENSES:
Operating costs and expenses (exclusive of items shown separately below)	5			60		—		—			1,447			—		(65		)	1,447
Depreciation and amortization	—			—		—		—			505			—		—			505
Other operating expenses, net	—			—		—		—			10			—		—			10

	5			60		—		—			1,962			—		(65		)	1,962

Income from operations	—			—		—		—			240			—		—			240

OTHER INCOME (EXPENSES):
Interest expense, net	—			2		—		(171		)	(42		)	—		—			(211		)
Loss on derivative instruments, net	—			—		—		—			(2		)	—		—			(2		)
Equity in income of subsidiaries	24			11		—		182			—			—		(217		)	—

	24			13		—		11			(44		)	—		(217		)	(213		)

Income before income taxes	24			13		—		11			196			—		(217		)	27

INCOME TAX EXPENSE	(61		)	—		—		—			(3		)	—		—			(64		)

Consolidated net income (loss)	(37		)	13		—		11			193			—		(217		)	(37		)

Less: Noncontrolling interest	—			11		—		—			(11		)	—		—			—

Net income (loss)	$	(37	)	$	24	$	—	$	11		$	182		$	—	$	(217	)	$	(37	)



Charter Communications, Inc. and Subsidiaries
Condensed Consolidating Statements of Comprehensive Income (Loss)
For the three months ended March 31, 2015

	Charter			Intermediate Holding Companies			CCOH Safari			CCO Holdings			Charter Operating and Restricted Subsidiaries		Unrestricted Subsidiary - CCO Safari			Eliminations			Charter Consolidated

Consolidated net income (loss)	$	(81	)	$	(57	)	$	(49	)	$	(10	)	$	166	$	(36	)	$	(14	)	$	(81	)
Net impact of interest rate derivative instruments, net of tax	3			3			—			3			3		—			(9		)	3

Comprehensive income (loss)	$	(78	)	$	(54	)	$	(49	)	$	(7	)	$	169	$	(36	)	$	(23	)	$	(78	)



Charter Communications, Inc. and Subsidiaries
Condensed Consolidating Statements of Comprehensive Income (Loss)
For the three months ended March 31, 2014

	Charter			Intermediate Holding Companies		CCOH Safari		CCO Holdings		Charter Operating and Restricted Subsidiaries		Unrestricted Subsidiary - CCO Safari		Eliminations			Charter Consolidated

Consolidated net income (loss)	$	(37	)	$	13	$	—	$	11	$	193	$	—	$	(217	)	$	(37	)
Net impact of interest rate derivative instruments, net of tax	6			6		—		6		6		—		(18		)	6

Comprehensive income (loss)	$	(31	)	$	19	$	—	$	17	$	199	$	—	$	(235	)	$	(31	)



Charter Communications, Inc. and Subsidiaries
Condensed Consolidating Statements of Cash Flows
For the three months ended March 31, 2015

	Charter			Intermediate Holding Companies			CCOH Safari			CCO Holdings			Charter Operating and Restricted Subsidiaries			Unrestricted Subsidiary - CCO Safari			Eliminations			Charter Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income (loss)	$	(81	)	$	(57	)	$	(49	)	$	(10	)	$	166		$	(36	)	$	(14	)	$	(81	)
Adjustments to reconcile consolidated net income (loss) to net cash flows from operating activities:
Depreciation and amortization	—			—			—			—			514			—			—			514
Noncash interest expense	—			—			—			4			4			—			—			8
Loss on derivative instruments, net	—			—			—			—			6			—			—			6
Deferred income taxes	34			—			—			—			—			—			—			34
Equity in (income) loss of subsidiaries	47			59			—			(156		)	36			—			14			—
Other, net	—			1			—			—			21			—			—			22
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable	(6		)	(1		)	—			—			28			—			—			21
Prepaid expenses and other assets	—			—			—			—			(26		)	—			—			(26		)
Accounts payable, accrued liabilities and other	(8		)	5			48			(23		)	8			—			—			30
Receivables from and payables to related party	14			(8		)	—			(3		)	(3		)	—			—			—

Net cash flows from operating activities	—			(1		)	(1		)	(188		)	754			(36		)	—			528

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	—			—			—			—			(351		)	—			—			(351		)
Change in accrued expenses related to capital expenditures	—			—			—			—			(76		)	—			—			(76		)
Contributions to subsidiaries	(2		)	—			—			—			(36		)	—			38			—
Distributions from subsidiaries	12			72			—			202			—			—			(286		)	—
Restricted cash in escrow	—			—			(1		)	—						—			—			(1		)
Other, net	—			—			—			—			(13		)	—			—			(13		)

Net cash flows from investing activities	10			72			(1		)	202			(476		)	—			(248		)	(441		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt	—			—			—			—			332			—			—			332
Repayments of long-term debt	—			—			—			—			(392		)	—			—			(392		)
Borrowings (repayments) loans payable - related parties	—			—			2			(2		)	—			—			—			—
Purchase of treasury stock	(16		)	—			—			—			—			—			—			(16		)
Proceeds from exercise of options and warrants	6			—			—			—			—			—			—			6
Contributions from parent	—			2			—			—			—			36			(38		)	—
Distributions to parent	—			(72		)	—			(12		)	(202		)	—			286			—

Net cash flows from financing activities	(10		)	(70		)	2			(14		)	(262		)	36			248			(70		)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	—			1			—			—			16			—			—			17
CASH AND CASH EQUIVALENTS, beginning of period	3			—			—			—			—			—			—			3

CASH AND CASH EQUIVALENTS, end of period	$	3		$	1		$	—		$	—		$	16		$	—		$	—		$	20



Charter Communications, Inc. and Subsidiaries
Condensed Consolidating Statements of Cash Flows
For the three months ended March 31, 2014

	Charter			Intermediate Holding Companies			CCOH Safari		CCO Holdings			Charter Operating and Restricted Subsidiaries			Unrestricted Subsidiary - CCO Safari		Eliminations			Charter Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income (loss)	$	(37	)	$	13		$	—	$	11		$	193		$	—	$	(217	)	$	(37	)
Adjustments to reconcile consolidated net income (loss) to net cash flows from operating activities:
Depreciation and amortization	—			—			—		—			505			—		—			505
Noncash interest expense	—			—			—		7			3			—		—			10
Loss on derivative instruments, net	—			—			—		—			2			—		—			2
Deferred income taxes	61			—			—		—			1			—		—			62
Equity in income of subsidiaries	(24		)	(11		)	—		(182		)	—			—		217			—
Other, net	—			(1		)	—		—			16			—		—			15
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable	—			1			—		—			17			—		—			18
Prepaid expenses and other assets	—			(3		)	—		—			(14		)	—		—			(17		)
Accounts payable, accrued liabilities and other	(6		)	18			—		(24		)	31			—		—			19
Receivables from and payables to related party	6			(28		)	—		(3		)	25			—		—			—

Net cash flows from operating activities	—			(11		)	—		(191		)	779			—		—			577

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	—			—			—		—			(539		)	—		—			(539		)
Change in accrued expenses related to capital expenditures	—			—			—		—			36			—		—			36
Distributions from subsidiaries	5			25			—		196			—			—		(226		)	—
Other, net	—			(1		)	—		—			5			—		—			4

Net cash flows from investing activities	5			24			—		196			(498		)	—		(226		)	(499		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt	—			—			—		—			293			—		—			293
Repayments of long-term debt	—			—			—		—			(388		)	—		—			(388		)
Purchase of treasury stock	(11		)	—			—		—			—			—		—			(11		)
Proceeds from exercise of options and warrants	6			—			—		—			—			—		—			6
Distributions to parent	—			(25		)	—		(5		)	(196		)	—		226			—
Other, net	—			7			—		—			(2		)	—		—			5

Net cash flows from financing activities	(5		)	(18		)	—		(5		)	(293		)	—		226			(95		)

NET DECREASE IN CASH AND CASH EQUIVALENTS	—			(5		)	—		—			(12		)	—		—			(17		)
CASH AND CASH EQUIVALENTS, beginning of period	—			5			—		—			16			—		—			21

CASH AND CASH EQUIVALENTS, end of period	$	—		$	—		$	—	$	—		$	4		$	—	$	—		$	4