Consolidating Schedules

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.

The Safari Escrow Entities column consists of CCOH Safari, CCO Safari II and CCO Safari III. CCOH Safari held the CCOH Safari Notes that were repaid in April 2015 upon receiving the Termination Notice. CCO Safari II and CCO Safari III hold the CCO Safari II Notes and the CCO Safari III credit facilities.

The 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 Charter Operating’s Amended and Restated Credit Agreement dated April 11, 2012 (the “Credit Agreement”). The Unrestricted Subsidiary column consists of CCO Safari which is a Non-Recourse Subsidiary under the Credit Agreement and that held the CCO Safari Term G Loans. The CCO Safari Term G Loans were also repaid in April 2015 upon receiving the Termination Notice. See Note 5 for additional information.

Condensed consolidating financial statements as of September 30, 2015 and December 31, 2014 and for the nine months ended September 30, 2015 and 2014 follow.



Charter Communications, Inc. and Subsidiaries
Condensed Consolidating Balance Sheets
As of September 30, 2015

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

CURRENT ASSETS:
Cash and cash equivalents	$	—	$	—	$	—		$	—	$	—	$	—	$	—		$	—
Accounts receivable, net	8		5		—			—		279		—		—			292
Receivables from related party	48		268		—			10		—		—		(326		)	—
Prepaid expenses and other current assets	37		8		—			—		69		—		—			114
Total current assets	93		281		—			10		348		—		(326		)	406

RESTRICTED CASH AND CASH EQUIVALENTS	—		—		19,626			—		—		—		—			19,626

INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net	—		28		—			—		8,253		—		—			8,281
Franchises	—		—		—			—		6,006		—		—			6,006
Customer relationships, net	—		—		—			—		916		—		—			916
Goodwill	—		—		—			—		1,168		—		—			1,168
Total investment in cable properties, net	—		28		—			—		16,343		—		—			16,371

PREFERRED INTEREST IN CC VIII	—		470		—			—		—		—		(470		)	—
INVESTMENT IN SUBSIDIARIES	1,564		441		—			10,714		—		—		(12,719		)	—
LOANS RECEIVABLE – RELATED PARTY	—		333		—			579		333		—		(1,245		)	—
OTHER NONCURRENT ASSETS	—		220		11			97		142		—		—			470

Total assets	$	1,657	$	1,773	$	19,637		$	11,400	$	17,166	$	—	$	(14,760	)	$	36,873

LIABILITIES AND SHAREHOLDERS’/MEMBERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	8	$	180	$	159		$	163	$	1,319	$	—	$	—		$	1,829
Payables to related party	—		—		18			—		308		—		(326		)	—
Total current liabilities	8		180		177			163		1,627		—		(326		)	1,829

LONG-TERM DEBT	—		—		19,291			10,536		3,454		—		—			33,281
LOANS PAYABLE – RELATED PARTY	—		—		429			—		816		—		(1,245		)	—
DEFERRED INCOME TAXES	1,589		—		—			—		27		—		—			1,616
OTHER LONG-TERM LIABILITIES	—		29		—			—		58		—		—			87

Shareholders’/Members' equity (deficit)	60		1,564		(260		)	701		10,714		—		(12,719		)	60
Noncontrolling interest	—		—		—			—		470		—		(470		)	—
Total shareholders’/members' equity (deficit)	60		1,564		(260		)	701		11,184		—		(13,189		)	60

Total liabilities and shareholders’/members' equity (deficit)	$	1,657	$	1,773	$	19,637		$	11,400	$	17,166	$	—	$	(14,760	)	$	36,873



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

	Charter		Intermediate Holding Companies		Safari Escrow Entities			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 (DEFICIT)

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

Total liabilities and shareholders’/members' equity (deficit)	$	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 nine months ended September 30, 2015

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

REVENUES	$	17		$	216		$	—		$	—		$	7,242		$	—		$	(233	)	$	7,242

COSTS AND EXPENSES:
Operating costs and expenses (exclusive of items shown separately below)	17			216			—			—			4,802			—			(233		)	4,802
Depreciation and amortization	—			—			—			—			1,580			—			—			1,580
Other operating expenses, net	—			—			—			—			69			—			—			69

	17			216			—			—			6,451			—			(233		)	6,451

Income from operations	—			—			—			—			791			—			—			791

OTHER INCOME (EXPENSES):
Interest expense, net	—			5			(228		)	(487		)	(114		)	(47		)	—			(871		)
Loss on extinguishment of debt	—			—			(2		)	(123		)	—			(3		)	—			(128		)
Loss on derivative instruments, net	—			—			—			—			(10		)	—			—			(10		)
Other expense, net	—			(3		)	—			—			—			—			—			(3		)
Equity in income (loss) of subsidiaries	(9		)	(45		)	—			795			(50		)	—			(691		)	—

	(9		)	(43		)	(230		)	185			(174		)	(50		)	(691		)	(1,012		)

Income (loss) before income taxes	(9		)	(43		)	(230		)	185			617			(50		)	(691		)	(221		)

INCOME TAX BENEFIT (EXPENSE)	(140		)	—			—			—			212			—			—			72

Consolidated net income (loss)	(149		)	(43		)	(230		)	185			829			(50		)	(691		)	(149		)

Less: Noncontrolling interest	—			34			—			—			(34		)	—			—			—

Net income (loss)	$	(149	)	$	(9	)	$	(230	)	$	185		$	795		$	(50	)	$	(691	)	$	(149	)



Charter Communications, Inc. and Subsidiaries
Condensed Consolidating Statements of Operations
For the nine months ended September 30, 2014

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

REVENUES	$	16		$	169	$	—	$	—		$	6,748		$	—		$	(185	)	$	6,748

COSTS AND EXPENSES:
Operating costs and expenses (exclusive of items shown separately below)	16			169		—		—			4,444			—			(185		)	4,444
Depreciation and amortization	—			—		—		—			1,568			—			—			1,568
Other operating expenses, net	—			—		—		—			42			—			—			42

	16			169		—		—			6,054			—			(185		)	6,054

Income from operations	—			—		—		—			694			—			—			694

OTHER INCOME (EXPENSES):
Interest expense, net	—			5		—		(513		)	(123		)	(7		)	—			(638		)
Loss on derivative instruments, net	—			—		—		—			(3		)	—			—			(3		)
Equity in income (loss) of subsidiaries	40			3		—		516			(7		)	—			(552		)	—

	40			8		—		3			(133		)	(7		)	(552		)	(641		)

Income (loss) before income taxes	40			8		—		3			561			(7		)	(552		)	53

INCOME TAX EXPENSE	(175		)	—		—		—			(13		)	—			—			(188		)

Consolidated net income (loss)	(135		)	8		—		3			548			(7		)	(552		)	(135		)

Less: Noncontrolling interest	—			32		—		—			(32		)	—			—			—

Net income (loss)	$	(135	)	$	40	$	—	$	3		$	516		$	(7	)	$	(552	)	$	(135	)



Charter Communications, Inc. and Subsidiaries
Condensed Consolidating Statements of Comprehensive Income (Loss)
For the nine months ended September 30, 2015

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

Consolidated net income (loss)	$	(149	)	$	(43	)	$	(230	)	$	185	$	829	$	(50	)	$	(691	)	$	(149	)
Net impact of interest rate derivative instruments, net of tax	7			7			7			7		7		—			(28		)	7

Comprehensive income (loss)	$	(142	)	$	(36	)	$	(223	)	$	192	$	836	$	(50	)	$	(719	)	$	(142	)



Charter Communications, Inc. and Subsidiaries
Condensed Consolidating Statements of Comprehensive Income (Loss)
For the nine months ended September 30, 2014

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

Consolidated net income (loss)	$	(135	)	$	8	$	—	$	3	$	548	$	(7	)	$	(552	)	$	(135	)
Net impact of interest rate derivative instruments, net of tax	16			16		—		16		16		—			(48		)	16

Comprehensive income (loss)	$	(119	)	$	24	$	—	$	19	$	564	$	(7	)	$	(600	)	$	(119	)



Charter Communications, Inc. and Subsidiaries
Condensed Consolidating Statements of Cash Flows
For the nine months ended September 30, 2015

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

CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income (loss)	$	(149	)	$	(43	)	$	(230	)	$	185		$	829		$	(50	)	$	(691	)	$	(149	)
Adjustments to reconcile consolidated net income (loss) to net cash flows from operating activities:
Depreciation and amortization	—			—			—			—			1,580			—			—			1,580
Noncash interest expense	—			—			—			12			9			—			—			21
Loss on extinguishment of debt	—			—			2			123			—			3			—			128
Loss on derivative instruments, net	—			—			—			—			10			—			—			10
Deferred income taxes	140			—			—			—			(216		)	—			—			(76		)
Equity in (income) loss of subsidiaries	9			45			—			(795		)	50			—			691			—
Other, net	—			3			—			—			63			—			—			66
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable	(4		)	2			—			—			(5		)	—			—			(7		)
Prepaid expenses and other assets	—			—			—			—			(19		)	—			—			(19		)
Accounts payable, accrued liabilities and other	(3		)	41			142			(25		)	47			(8		)	—			194
Receivables from and payables to related party	7			(53		)	18			(10		)	38			—			—			—

Net cash flows from operating activities	—			(5		)	(68		)	(510		)	2,386			(55		)	—			1,748

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	—			—			—			—			(1,292		)	—			—			(1,292		)
Change in accrued expenses related to capital expenditures	—			—			—			—			11			—			—			11
Contributions to subsidiaries	(20		)	(90		)	—			(46		)	(24		)	—			180			—
Distributions from subsidiaries	19			330			—			521			—			—			(870		)	—
Change in restricted cash and cash equivalents	—			—			(16,029		)	—						3,514			—			(12,515		)
Other, net	—			(54		)	—			—			(15		)	—			—			(69		)

Net cash flows from investing activities	(1		)	186			(16,029		)	475			(1,320		)	3,514			(690		)	(13,865		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt	—			—			19,291			2,700			1,071			—			—			23,062
Repayments of long-term debt	—			—			(3,500		)	(2,599		)	(1,329		)	(3,483		)	—			(10,911		)
Borrowings (repayments) loans payable - related parties	—			—			317			16			(333		)	—			—			—
Payments for debt issuance costs	—			—			(11		)	(24		)	—			—			—			(35		)
Purchase of treasury stock	(24		)	—			—			—			—			—			—			(24		)
Proceeds from exercise of options and warrants	22			—			—			—			—			—			—			22
Contributions from parent	—			95			—			15			46			24			(180		)	—
Distributions to parent	—			(276		)	—			(73		)	(521		)	—			870			—

Net cash flows from financing activities	(2		)	(181		)	16,097			35			(1,066		)	(3,459		)	690			12,114

NET DECREASE IN CASH AND CASH EQUIVALENTS	(3		)	—			—			—			—			—			—			(3		)
CASH AND CASH EQUIVALENTS, beginning of period	3			—			—			—			—			—			—			3

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



Charter Communications, Inc. and Subsidiaries
Condensed Consolidating Statements of Cash Flows
For the nine months ended September 30, 2014

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

CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income (loss)	$	(135	)	$	8		$	—	$	3		$	548		$	(7	)	$	(552	)	$	(135	)
Adjustments to reconcile consolidated net income (loss) to net cash flows from operating activities:
Depreciation and amortization	—			—			—		—			1,568			—			—			1,568
Noncash interest expense	—			—			—		20			9			—			—			29
Loss on derivative instruments, net	—			—			—		—			3			—			—			3
Deferred income taxes	177			—			—		—			—			—			—			177
Equity in (income) loss of subsidiaries	(40		)	(3		)	—		(516		)	7			—			552			—
Other, net	—			—			—		—			43			—			—			43
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable	—			(1		)	—		—			(35		)	—			—			(36		)
Prepaid expenses and other assets	—			(3		)	—		—			(18		)	—			—			(21		)
Accounts payable, accrued liabilities and other	(2		)	28			—		(24		)	88			11			—			101
Receivables from and payables to related party	2			(42		)	—		(7		)	47			—			—			—

Net cash flows from operating activities	2			(13		)	—		(524		)	2,260			4			—			1,729

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	—			—			—		—			(1,678		)	—			—			(1,678		)
Change in accrued expenses related to capital expenditures	—			—			—		—			31			—			—			31
Contribution to subsidiary	(27		)	(132		)	—		(22		)	(30		)	—			211			—
Distributions from subsidiaries	5			30			—		879			—			—			(914		)	—
Change in restricted cash and cash equivalents	—			—			—		—			—			(3,513		)	—			(3,513		)
Other, net	—			(5		)	—		—			—			—			—			(5		)

Net cash flows from investing activities	(22		)	(107		)	—		857			(1,677		)	(3,513		)	(703		)	(5,165		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt	—			—			—		—			1,431			3,483			—			4,914
Repayments of long-term debt	—			—			—		(350		)	(1,164		)	—			—			(1,514		)
Payments for debt issuance costs	—			—			—		—			—			(4		)	—			(4		)
Purchase of treasury stock	(18		)	—			—		—			—			—			—			(18		)
Proceeds from exercise of options and warrants	43			—			—		—			—			—			—			43
Contributions from parent	—			137			—		22			22			30			(211		)	—
Distributions to parent	—			(30		)	—		(5		)	(879		)	—			914			—
Other, net	(2		)	8			—		—			(2		)	—			—			4

Net cash flows from financing activities	23			115			—		(333		)	(592		)	3,509			703			3,425

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	3			(5		)	—		—			(9		)	—			—			(11		)
CASH AND CASH EQUIVALENTS, beginning of period	—			5			—		—			16			—			—			21

CASH AND CASH EQUIVALENTS, end of period	$	3		$	—		$	—	$	—		$	7		$	—		$	—		$	10