Table of Contents

Delaware		4841		43-1857213
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

---

Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

Interest		accrues from November 22, 2004 at the rate of 5.875% per year, payable semi-annually on each May 16 and November 16, commencing on May 16, 2005.
Maturity Date		November 16, 2009
Conversion Rate		413.2231 shares of Class A common stock per each $1,000 principal amount of notes, subject to adjustment. This is equivalent to an initial conversion price of approximately $2.42 per share. Upon conversion, we will have the right to deliver, in lieu of our Class A common stock, cash or a combination of cash and Class A common stock.
Ranking		rank equally with any of Charter Communications, Inc.’s existing and future senior unsecured indebtedness, but are effectively subordinated to our secured indebtedness and structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries.
Redemption		Following the earlier of (1) the sale of the notes pursuant to an effective registration statement or (2) November 22, 2006, we may redeem the notes in whole or in part at any time at a redemption price equal to 100% of the accreted principal amount of the notes plus any accrued and unpaid interest and liquidated damages, if any, on the notes to but not including the redemption date, if the closing price of our Class A common stock has exceeded a specified percentage of the conversion price for at least 20 trading days in any consecutive 30 trading day period.
Make Whole Provisions		If you convert your notes at any time prior to November 16, 2007, you will receive, in addition to shares of our Class A common stock, or cash in lieu thereof, the remaining portion of a portfolio of U.S. government securities pledged as security in respect of the notes you converted, subject to certain limitations. If you convert notes that have been called for redemption, you will receive an additional redemption make whole amount. In addition, if certain corporate transactions that constitute a change of control occur on or prior to November 16, 2009, we will increase the conversion rate in certain circumstances, unless such transaction constitutes a public acquirer change of control and we elect to modify the conversion into public acquirer common stock, as described in this prospectus.

---

Disclosure Regarding Forward-Looking Statements		i
Additional Information		ii
Summary		1
Risk Factors		15
Use of Proceeds		36
Price Range of Common Stock and Dividend Policy		37
Capitalization		38
Unaudited Pro Forma Consolidated Financial Statements		41
Selected Historical Consolidated Financial Data		48
Supplementary Quarterly Financial Data		50
Management’s Discussion and Analysis of Financial Condition and Results of Operations		51
Business		92
Regulation and Legislation		112
Management		117
Security Ownership of Certain Beneficial Owners and Management		130
Certain Relationships and Related Transactions		133
Description of Notes		154
Registered Borrow Facility		178
Description of Certain Indebtedness		180
Description of Capital Stock and Membership Units		204
Shares Eligible for Future Sale		212
United States Federal Income Tax Considerations		214
Selling Security Holders		221
Plan of Distribution		226
Legal Matters		228
Experts		228
Index to Financial Statements		F-1
CONSENT OF KPMG LLP

	•	our ability to sustain and grow revenues and cash flows from operating activities by offering video, high-speed data, telephony and other services and to maintain a stable customer base, particularly in the face of increasingly aggressive competition from other service providers;
	•	the availability of funds to meet interest payment obligations under our debt and to fund our operations and necessary capital expenditures, either through cash flows from operating activities, further borrowings or other sources;

i

---

Table of Contents

	•	our ability to comply with all covenants in our indentures and credit facilities, any violation of which would result in a violation of the applicable facility or indenture and could trigger a default of other obligations under cross-default provisions;
	•	our ability to repay or refinance debt as it becomes due;
	•	any adverse consequences arising out of our restatement of our 2000, 2001 and 2002 financial statements;
	•	the results of the pending grand jury investigation by the United States Attorney’s Office for the Eastern District of Missouri, and our ability to reach a final approved settlement with respect to the putative class action, the unconsolidated state action, and derivative shareholders litigation against us on the terms of the memoranda of understanding described herein;
	•	our ability to obtain programming at reasonable prices or to pass programming cost increases on to our customers;
	•	general business conditions, economic uncertainty or slowdown; and
	•	the effects of governmental regulation, including but not limited to local franchise taxing authorities, on our business.

ii

---

Table of Contents

1

---

Table of Contents

2

---

Table of Contents

3

---

Table of Contents

4

---

Table of Contents

5

---

Table of Contents

6

---

Table of Contents

7

---

Table of Contents

8

---

Table of Contents

9

---

Table of Contents

10

---

Table of Contents

11

---

Table of Contents

12

---

Table of Contents

13

---

Table of Contents

14

---

Table of Contents

	We and our subsidiaries have a significant amount of existing debt and may incur substantial additional debt in the future, which could adversely affect our financial health and our ability to react to changes in our business.

	•	require us to dedicate a significant portion of our cash flow from operating activities to payments on our debt, which will reduce our funds available for working capital, capital expenditures and other general corporate expenses;
	•	limit our flexibility in planning for, or reacting to, changes in our business, the cable and telecommunications industries and the economy at large;
	•	place us at a disadvantage as compared to our competitors that have proportionately less debt;
	•	make us vulnerable to interest rate increases, because a significant amount of our borrowings are, and will continue to be, at variable rates of interest;
	•	expose us to increased interest expense as we refinance our existing lower interest rate instruments;
	•	adversely affect our relationship with customers and suppliers;
	•	limit our ability to borrow additional funds in the future; and
	•	make it more difficult for us to satisfy our obligations to the holders of our notes and for our subsidiaries to satisfy their obligations to their lenders under their credit facilities and to their bondholders.

15

---

Table of Contents

	Because of our holding company structure, the notes are structurally subordinated in right of payment to all liabilities of our subsidiaries. Restrictions in our subsidiaries’ debt instruments limit their ability to provide funds to us.

	•	the lenders under our subsidiaries’ credit facilities and the holders of their other debt instruments will have the right to be paid before us from any of our subsidiaries’ assets; and
	•	although Mr. Allen’s indirect ownership interest in CC VIII, LLC is currently the subject of a dispute, Paul G. Allen, as an indirect holder of preferred membership interests in our subsidiary, CC VIII, LLC, may have a claim on a portion of its assets that would reduce the amounts available for repayment to holders of the notes. See “Risk Factors — Risks Related to Our Business — Our dispute with Paul G. Allen concerning the ownership of an interest in CC VIII, LLC could adversely impact our ability to repay our debt, the value of our common stock and our ability to obtain future financing.”

16

---

Table of Contents

	The agreements and instruments governing our debt and the debt of our subsidiaries contain restrictions and limitations that could significantly affect our ability to operate our business and adversely affect you, as holders of the notes.

	•	pay dividends or make other distributions;
	•	receive distributions from our subsidiaries;
	•	make certain investments or acquisitions;
	•	enter into related party transactions;
	•	dispose of assets or merge;
	•	incur additional debt;
	•	repurchase or redeem equity interests and debt;
	•	grant liens; and
	•	pledge assets.

	We may not generate sufficient cash flow to fund our capital expenditures, ongoing operations and debt obligations, including our payment obligations under the notes.

	•	our future operating performance;
	•	the demand for our products and services;
	•	general economic conditions and conditions affecting customer and advertiser spending;
	•	competition and our ability to stabilize customer losses; and
	•	legal and regulatory factors affecting our business.

17

---

Table of Contents

	Charter Operating may not be able to access funds under its credit facilities if it fails to satisfy the covenant restrictions in its credit facilities, which could adversely affect our financial condition and our ability to conduct our business.

	All of our and our subsidiaries’ outstanding debt is subject to change of control provisions. We may not have the ability to raise the funds necessary to fulfill our obligations under our indebtedness following a change of control, which would place us in default under the applicable debt instruments.

	If we do not fulfill our obligations to you under the notes, you will not have any recourse against Mr. Allen or his affiliates.

18

---

Table of Contents

	Paul G. Allen and his affiliates are not obligated to purchase equity from, contribute to or loan funds to us or any of our subsidiaries in the future.

	We operate in a very competitive business environment, which affects our ability to attract and retain customers and can adversely affect our business and operations. We have lost a significant number of customers to direct broadcast satellite competition, and further loss of customers could have a material negative impact on our business.

19

---

Table of Contents

	Our dispute with Paul G. Allen concerning the ownership of an interest in CC VIII, LLC could adversely impact the value of our common stock, our ability to repay our debt and our ability to obtain future financing.

20

---

Table of Contents

	We are currently the subject of certain lawsuits and other legal matters, the unfavorable outcome of which could adversely affect our business and financial condition.

21

---

Table of Contents

	We have a history of net losses and expect to continue to experience net losses. Consequently, we may not have the ability to finance future operations.

	We may not have the ability to pass our increasing programming costs on to our customers, which would adversely affect our cash flow and operating margins.

22

---

Table of Contents

	If our required capital expenditures exceed our projections, we may not have sufficient funding, which could adversely affect our growth, financial condition and results of operations.

	Our inability to respond to technological developments and meet customer demand for new products and services could limit our ability to compete effectively.

	We may not be able to carry out our strategy to improve operating results by standardizing and streamlining operations and procedures.

	The loss of any of our key executives could adversely affect our ability to manage our business.

	Malicious and abusive Internet practices could impair our high-speed data services.

23

---

Table of Contents

	We could be deemed an “investment company” under the Investment Company Act of 1940. This would impose significant restrictions on us and would be likely to have a material adverse impact on our growth, financial condition and results of operation.

	If a court determines that the Class B common stock is no longer entitled to special voting rights, we would lose our rights to manage Charter Holdco. In addition to the investment company risks discussed above, this could materially impact the value of the Class A common stock and the notes.

	•	we would retain our proportional equity interest in Charter Holdco but would lose all of our powers to direct the management and affairs of Charter Holdco and its subsidiaries; and
	•	we would become strictly a passive investment vehicle and would be treated under the Investment Company Act as an investment company.

	•	the liquidity of the Class A common stock and the notes;
	•	how the Class A common stock and the notes trade in the marketplace;
	•	the price that purchasers would be willing to pay for the Class A common stock in a change of control transaction or otherwise; and
	•	the market price of the Class A common stock and the notes.

24

---

Table of Contents

	The failure by Mr. Allen to maintain a minimum voting and economic interest in us could trigger a change of control default under our subsidiary’s credit facilities.

	Mr. Allen controls our stockholder voting and may have interests that conflict with your interests.

We are not permitted to engage in any business activity other than the cable transmission of video, audio and data unless Mr. Allen authorizes us to pursue that particular business activity, which could adversely affect our ability to offer new products and services outside of the cable transmission business and to enter into new businesses, and could adversely affect our growth, financial condition and results of operations.

25

---

Table of Contents

	The loss of Mr. Allen’s services could adversely affect our ability to manage our business.

	The special tax allocation provisions of the Charter Holdco limited liability company agreement may cause us in some circumstances to pay more taxes than if the special tax allocation provisions were not in effect.

	The issuance of our Class A common stock pursuant to the share lending agreement, as well as possible future conversions of the notes, significantly increases the risk that we will experience an ownership change in the future for tax purposes, resulting in a material limitation on the use of a substantial amount of our existing net operating loss carryforwards.

26

---

Table of Contents

	Our business is subject to extensive governmental legislation and regulation, which could adversely affect our business by increasing our expenses.

	•	rules governing the provision of cable equipment and compatibility with new digital technologies;
	•	rules and regulations relating to subscriber privacy;
	•	limited rate regulation;
	•	requirements that, under specified circumstances, a cable system carry a local broadcast station or obtain consent to carry a local or distant broadcast station;
	•	rules for franchise renewals and transfers; and
	•	other requirements covering a variety of operational areas such as equal employment opportunity, technical standards and customer service requirements.

	Our cable systems are operated under franchises that are subject to non-renewal or termination. The failure to renew a franchise in one or more key markets could adversely affect our business.

27

---

Table of Contents

	Our cable systems are operated under franchises that are non-exclusive. Accordingly, local franchising authorities can grant additional franchises and create competition in market areas where none existed previously, resulting in overbuilds, which could adversely affect results of operations.

	Local franchise authorities have the ability to impose additional regulatory constraints on our business, which could further increase our expenses.

	Further regulation of the cable industry could cause us to delay or cancel service or programming enhancements or impair our ability to raise rates to cover our increasing costs, resulting in increased losses.

28

---

Table of Contents

	Actions by pole owners might subject us to significantly increased pole attachment costs.

	We may be required to provide access to our networks to other Internet service providers, which could significantly increase our competition and adversely affect our ability to provide new products and services.

	•	would impair our ability to use our bandwidth in ways that would generate maximum revenues; and
	•	would strengthen our Internet service provider competitors by granting them access and lowering their costs to enter into our markets.

	•	increasing competition;
	•	increasing the expenses we incur to maintain our systems; and/or
	•	increasing the expense of upgrading and/or expanding our systems.

	Changes in channel carriage regulations could impose significant additional costs on us.

29

---

Table of Contents

	Offering voice communications service may subject us to additional regulatory burdens, causing us to incur additional costs.

	We may be unable to purchase the notes for cash following a fundamental change.

	There is currently no public market for the notes, and an active trading market may not develop for the notes. The failure of a market to develop for the notes could adversely affect the liquidity and value of the notes.

30

---

Table of Contents

	Although the Pledged Securities will secure both principal and interest on the notes, the ability of holders of notes to enforce their security interest in the Pledged Securities will be delayed if we become the subject of a case under the U.S. Bankruptcy Code.

	The notes do not restrict our ability to incur additional debt, repurchase our securities or to take other actions that could negatively impact holders of the notes.

	The trading prices for the notes will be directly affected by the trading prices for our Class A common stock, which may be volatile and are impossible to predict, and which in turn could cause the value of your investment to decline.

31

---

Table of Contents

	If the registration statement covering the shares to be lent pursuant to the share lending agreement is not declared effective in a timely manner, the trading price of the notes may be adversely affected.

	We will be entitled to defer payment of a portion of the interest on the notes if we elect to accrete the principal amount of the notes.

	Your right to convert your notes will be limited if, upon conversion of your notes, you would have beneficial ownership of more than a specified percentage of our Class A common stock.

	If you hold notes, you will not be entitled to any rights with respect to our Class A common stock, but you will be subject to all changes made with respect to our Class A common stock.

32

---

Table of Contents

	The conversion rate of the notes may not be adjusted for all dilutive events.

	The make whole premium payable on notes converted in connection with certain fundamental changes may not adequately compensate you for the lost option time value of your notes as a result of such fundamental change.

	You may have to pay taxes with respect to some distributions on our Class A common stock that result in adjustments to the conversion rate.

33

---

Table of Contents

	Conversion of the notes will dilute the ownership interests of existing stockholders.

	The effect of the issuance of our shares of Class A common stock pursuant to the share lending agreement and upon conversion of the notes, including sales of our Class A common stock in short sale transactions by purchasers of the notes, may have a negative effect on the market price of our Class A common stock.

	The market price of our Class A common stock and therefore the price of the notes could be adversely affected by the large number of additional shares of Class A common stock eligible for issuance in the future.

34

---

Table of Contents

	You should consider the United States federal income tax consequences of owning the notes.

35

---

Table of Contents

36

---

Table of Contents

2005		High				Low
First Quarter through February 4		$	2.30			$	1.65

2004		High				Low
First Quarter		$	5.43			$	3.99
Second Quarter		$	4.70			$	3.61
Third Quarter		$	3.90			$	2.61
Fourth Quarter		$	3.01			$	2.03

2003		High				Low
First Quarter		$	1.73			$	0.76
Second Quarter		$	4.18			$	0.94
Third Quarter		$	5.50			$	3.32
Fourth Quarter		$	4.71			$	3.72

2002		High				Low
First Quarter		$	16.85			$	9.10
Second Quarter		$	11.53			$	2.96
Third Quarter		$	4.65			$	1.81
Fourth Quarter		$	2.27			$	0.76

37

---

Table of Contents

	•	the actual (historical) capitalization of Charter;
	•	the capitalization of Charter, on a pro forma basis to reflect:

	(1)	the sale by CCO Holdings, LLC of $550 million of senior floating rate notes due 2010 with the net proceeds used to repay borrowings under Charter Communications Operating, LLC’s revolving credit facility and for general corporate purposes;
	(2)	the establishment of a registered borrow facility for the issuance of up to 150 million shares of our Class A common stock pursuant to a share lending agreement; and
	(3)	the issuance and sale of $863 million of 5.875% convertible senior notes in November 2004 with proceeds used for (i) the purchase of certain U.S. government securities which were pledged as security for the 5.875% convertible senior notes (and which we expect to use to fund the first six interest payments thereon), (ii) redemption of the outstanding 5.75% convertible senior notes due 2005 and (iii) general corporate purposes.

				As of September 30,
				2004
								Pro
				Actual				Forma
				(Dollars in millions)
Cash and cash equivalents				$	129			$	355
Long-term debt:
	Charter Communications, Inc.:
		5.875% convertible senior notes due 2009(a)		$	—			$	832
		5.75% convertible senior notes due 2005			588				—
		4.75% convertible senior notes due 2006			156				156
	Charter Holdings:
		Senior and senior discount notes(b)			8,517				8,517
	CCH II:
		10.250% senior notes due 2010			1,601				1,601
	CCO Holdings:
		83/4% senior notes due 2013			500				500
		Senior floating rate notes due 2010			—				550
	Charter Operating:
		8.000% senior second lien notes			1,100				1,100
		8.375% senior second lien notes			400				400
	Renaissance:
		10.00% senior discount notes due 2008			116				116
	CC V Holdings:
		11.875% senior discount notes due 2008			113				113
Credit facilities:
	Charter Operating(c)				5,393				4,993
		Total long-term debt			18,484				18,878
Preferred stock — redeemable(d)					55				55
Minority interest(e)					637				637
Shareholders’ deficit:
Class A common stock; $.001 par value; 1.75 billion shares authorized; 304,803,455 and 454,803,455 shares issued and outstanding, respectively(f)					—				—
Class B common stock; $.001 par value; 750 million shares authorized; 50,000 shares issued and outstanding					—				—
Preferred stock; $.001 par value; 250 million shares					—				—

38

---

Table of Contents

			As of September 30,
			2004
							Pro
			Actual				Forma
			(Dollars in millions)
Additional paid-in-capital				4,783				4,796
Accumulated deficit				(8,856	)			(8,866	)
Accumulated other comprehensive income				(9	)			(9	)
	Total shareholders’ deficit			(4,082	)			(4,079	)
	Total capitalization		$	15,094			$	15,491

(a)		Represents issuance and sale of the 5.875% convertible senior notes. This assumes proceeds of $863 million of which $30 million, related to certain provisions of the 5.875% convertible senior notes that for accounting purposes were derivatives which required bifurcation, is recorded as accounts payable and accrued expenses and other long-term liabilities with the resulting long-term debt of $832 million. The debt will accrete from the $832 million to the $863 million face value over three years, the duration of our pledged securities. The derivative valuation is based on preliminary estimates and may be revised as a result of the finalization of the valuation.

				As of September 30,
				2004
				Actual				Pro Forma
				(Dollars in millions)
(b)		Represents the following Charter Holdings notes:
		8.250% senior notes due 2007		$	451			$	451
		8.625% senior notes due 2009			1,242				1,242
		9.920% senior discount notes due 2011			1,108				1,108
		10.000% senior notes due 2009			640				640
		10.250% senior notes due 2010			318				318
		11.750% senior discount notes due 2010			435				435
		10.750% senior notes due 2009			874				874
		11.125% senior notes due 2011			500				500
		13.500% senior discount notes due 2011			571				571
		9.625% senior notes due 2009			638				638
		10.000% senior notes due 2011			708				708
		11.750% senior discount notes due 2011			780				780
		12.125% senior discount notes due 2012			252				252
		Total		$	8,517			$	8,517

(c)		The amounts outstanding under the Charter Operating credit facilities as of September 30, 2004 totaled $5.4 billion. Borrowing availability under the credit facilities totaled $957 million as of September 30, 2004, none of which was restricted due to covenants.
(d)		In connection with Charter’s acquisition of Cable USA, Inc. and certain cable system assets from affiliates of Cable USA, Inc., Charter issued 545,259 shares of Series A Convertible Redeemable Preferred Stock valued at and with a liquidation preference of $55 million. Holders of the preferred stock have no voting rights but are entitled to receive cumulative cash dividends at an annual rate of 5.75%, payable quarterly. The preferred stock is redeemable by Charter at its option on or after August 31, 2004 and must be redeemed by Charter at any time upon a change of control, or if not previously redeemed or converted, on August 31, 2008. The preferred stock is convertible, in whole or in part, at the option of the holders from April 1, 2002 through August 31, 2008, into shares of Class A common stock at an initial conversion rate equal to a conversion price of $24.71 per share of Class A common stock, subject to certain customary adjustments.
(e)		Minority interest represents the percentage of Charter Communications Holding Company, LLC not owned by Charter, or approximately 53% of total members’ equity of Charter Communications Holding Company, LLC, plus $650 million of preferred membership interests in CC VIII, LLC, an indirect subsidiary of Charter Communications Holding Company, LLC. Paul G. Allen indirectly holds the preferred membership units in CC VIII as a result of the exercise of put rights originally granted in connection with the Bresnan transaction in 2000. An issue has arisen regarding the ultimate

39

---

Table of Contents

		ownership of the CC VIII membership interests following the consummation of the Bresnan put transaction on June 6, 2003. See “Certain Relationships and Related Transactions — Transactions Arising Out of Our Organizational Structure and Mr. Allen’s Investment in Charter and its Subsidiaries — Equity Put Rights — CC VIII.” Reported losses allocated to minority interest on the statement of operations are limited to the extent of any remaining minority interest on the balance sheet related to Charter Communications Holding Company, LLC. Because minority interest in Charter Communications Holding Company, LLC was substantially eliminated at December 31, 2003, beginning in the first quarter of 2004, Charter began to absorb substantially all losses before income taxes that otherwise would have been allocated to minority interest. Subject to any changes in Charter Communications Holding Company, LLC’s capital structure, Charter will absorb substantially all future losses.
(f)		As part of the issuance of the $863 million of 5.875% convertible senior notes in November 2004, we have committed to establish a registered borrow facility. An affiliate of Citigroup Global Markets Inc. will be loaned up to 150 million shares pursuant to a share lending agreement. These loaned shares will be sold in a public offering following the effectiveness of their registration with the SEC pursuant to a separate registration statement which we have filed but which has not yet been declared effective. The shares will be considered issued and outstanding; however we do not expect they will impact earnings per share under current accounting literature.

40

---

Table of Contents

	(1) the disposition of certain assets in October 2003 and in March and April 2004 and the use of proceeds in each case to pay down credit facilities;
	(2) the issuance and sale of the CCH II senior notes in September 2003, the CCO Holdings senior notes in November 2003, the CCO Holdings senior floating rate notes in December 2004 and the Charter Operating senior second lien notes in April 2004 with proceeds used to refinance or repay outstanding debt and for general corporate purposes;
	(3) an increase in amounts outstanding under the Charter Operating credit facilities in April 2004 and the use of such funds, together with the proceeds of the sale of the Charter Operating senior second lien notes, to refinance amounts outstanding under the credit facilities of our subsidiaries, CC VI Operating, CC VIII Operating and Falcon;
	(4) the establishment of a registered borrow facility for the issuance of up to 150 million shares of our Class A common stock pursuant to a share lending agreement; and
	(5) the issuance and sale of $863 million of 5.875% convertible senior notes in November 2004 with proceeds used for (i) the purchase of certain U.S. government securities pledged as security for the 5.875% convertible senior notes (and which we expect to use to fund the first six interest payments thereon), (ii) redemption of outstanding 5.75% convertible senior notes due 2005 and (iii) general corporate purposes.

41

---

Table of Contents

								Asset				Financing								Offering
								Dispositions				Transactions								Adjustments
				Historical				(Note A)				(Note B)				Subtotal				(Note C)				Pro Forma
				(Dollars in millions, except per share and share data)
Revenues
	Video			$	3,461			$	(137	)		$	—			$	3,324			$	—			$	3,324
	High-speed data				556				(15	)			—				541				—				541
	Advertising sales				263				(8	)			—				255				—				255
	Commercial				204				(16	)			—				188				—				188
	Other				335				(13	)			—				322				—				322
		Total revenues			4,819				(189	)			—				4,630				—				4,630
Costs and Expenses:
	Operating(excluding depreciation and amortization)				1,952				(71	)			—				1,881				—				1,881
	Selling, general and administrative				940				(26	)			—				914				—				914
	Depreciation and amortization				1,453				(40	)			—				1,413				—				1,413
	Loss on sale of assets, net				5				21				—				26				—				26
	Option compensation expense, net				4				—				—				4				—				4
	Special charges, net				21				—				—				21				—				21
	Unfavorable contracts and other adjustments				(72	)			—				—				(72	)			—				(72	)
					4,303				(116	)			—				4,187				—				4,187
Income (loss) from operations					516				(73	)			—				443				—				443
Interest expense, net					(1,557	)			27				(174	)			(1,704	)			(15	)			(1,719	)
Gain on derivative instruments and hedging activities, net					65				—				—				65				—				65
Gain on debt exchange, net					267				—				(267	)			—				—				—
Loss on equity investments					(3	)			—				—				(3	)			—				(3	)
Other, net					(13	)			—				—				(13	)			—				(13	)
					(1,241	)			27				(441	)			(1,655	)			(15	)			(1,670	)
Loss before minority interest and income taxes					(725	)			(46	)			(441	)			(1,212	)			(15	)			(1,227	)
Minority interest					377				—				—				377				—				377
Loss before income taxes					(348	)			(46	)			(441	)			(835	)			(15	)			(850	)
Income tax benefit					110				1				—				111				—				111
Net loss					(238	)		$	(45	)		$	(441	)		$	(724	)		$	(15	)			(739	)
Dividends on preferred stock — redeemable					(4	)																			(4	)
Net loss applicable to common stock				$	(242	)																		$	(743	)
Loss per common share, basic and diluted				$	(0.82	)																		$	(2.52	)
Weighted average common shares outstanding, basic and diluted					294,597,519																				294,597,519

42

---

Table of Contents

Interest in the Charter Operating senior second lien notes and the amended and restated Charter Operating credit facilities at a weighted average rate of 5.1%			$	340
Interest on CCH II 10.25% senior notes				123
Interest on CCO Holdings 83/4% senior notes				38
Interest on CCO Holdings senior floating rate notes				36
Amortization of deferred financing costs				27
Less:
	Historical interest expense for Charter Operating credit facilities and on subsidiary credit facilities repaid			(253	)
	Historical interest expense for CCI and CCH senior and senior discount notes repaid with proceeds from CCH II refinancing			(117	)
Interest expense for Charter Operatings’ revolving credit facility repaid with proceeds from issuance of the CCO Holdings senior floating rate notes				(20	)
Net increase in interest expense for other financing transactions			$	174

Interest on the convertible senior notes issued in November 2004		$	51
Amortization of deferred debt issuance costs(a)			4
Less interest from the pledged securities			(3	)
Less interest on 5.75% convertible senior notes retired with proceeds			(37	)
Pro forma interest expense adjustment		$	15

(a)		The adjustment related to the amortization of deferred financing cost is based on preliminary information available at this time and is subject to change based on finalization of the valuation and on finalization of the amount of financing costs to be deferred.

43

---

Table of Contents

								Asset				Financing								Offering
								Dispositions				Transactions								Adjustments
				Historical				(Note A)				(Note B)				Subtotal				(Note C)				Pro Forma
				(Dollars in millions, except per share and share data)
Revenues
	Video			$	2,534			$	(21	)		$	—			$	2,513			$	—			$	2,513
	High-speed data				538				(3	)			—				535				—				535
	Advertising				205				(1	)			—				204				—				204
	Commercial				175				(2	)			—				173				—				173
	Other				249				(2	)			—				247				—				247
		Total			3,701				(29	)			—				3,672				—				3,672
Costs and Expenses
	Operating (excluding depreciation and amortization)				1,552				(12	)			—				1,540				—				1,540
	Selling, general and administrative				735				(4	)			—				731				—				731
	Depreciation and amortization				1,105				(6	)			—				1,099				—				1,099
	Impairments of franchises				2,433				—				—				2,433				—				2,433
	Gain (loss) on sale of assets, net				(104	)			105				—				1				—				1
	Option compensation expense, net				34				—				—				34				—				34
	Special charges, net				100				—				—				100				—				100
					5,855				83				—				5,938				—				5,938
Loss from operations					(2,154	)			(112	)			—				(2,266	)			—				(2,266	)
Interest expense, net					(1,227	)			4				(52	)			(1,275	)			(11	)			(1,286	)
Gain on derivative instruments and hedging activities, net					48				—				—				48				—				48
Loss on debt to equity conversions					(23	)			—				—				(23	)			—				(23	)
Loss on extinguishment of debt					(21	)			—				21				—				—				—
					(1,223	)			4				(31	)			(1,250	)			(11	)			(1,261	)
Loss before minority interest, income taxes, and cumulative effect of accounting change					(3,377	)			(108	)			(31	)			(3,516	)			(11	)			(3,527	)
Minority interest					24				—				—				24				—				24
Loss before income taxes and cumulative effect of accounting change					(3,353	)			(108	)			(31	)			(3,492	)			(11	)			(3,503	)
Income tax benefit					116				14				—				130				—				130
Loss before cumulative effect of accounting change				$	(3,237	)		$	(94	)		$	(31	)		$	(3,362	)		$	(11	)		$	(3,373	)
Loss per common share, basic and diluted				$	(10.82	)																		$	(11.27	)
Weighted average common shares outstanding, basic and diluted (Note D)					299,411,053																				299,411,053

44

---

Table of Contents

Interest on the Charter Operating senior second lien notes and the amended and restated Charter Operating credit facilities at a weighted average rate of 4.9%		$	114
Interest on CCO Holdings senior floating rate notes			27
Amortization of deferred financing costs			9
Less:
Historical interest expense for Charter Operating credit facilities and on subsidiary credit facilities repaid			(83	)
Interest expense for Charter Operating’s revolving credit facility repaid with proceeds from issuance of the CCO Holdings senior floating rate notes			(15	)
Net increase in interest expense for other financing transactions		$	52

Interest on the convertible senior notes issued in November 2004		$	38
Amortization of deferred debt issuance costs(a)			3
Less interest from the pledged securities			(2	)
Less interest on 5.75% convertible senior notes retired with proceeds			(28	)
Pro forma interest expense adjustment		$	11

(a)	The adjustment related to the amortization of deferred financing cost is based on preliminary information available at this time and is subject to change based on finalization of the amount of financing costs to be deferred.

45

---

Table of Contents

								Financing								Offering
								Transactions								Adjustments
				Historical				(Note A)				Subtotal				(Note B)				Pro Forma
				(Dollars in millions)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	129			$	137			$	266			$	89			$	355
	Accounts receivable, net				186				—				186				—				186
	Receivables from related party				—				—				—				—				—
	Prepaid expenses and other current assets				30				—				30				48				78
		Total current assets			345				137				482				137				619
INVESTMENT IN CABLE PROPERTIES:
	Property, plant and equipment, net				6,415				—				6,415				—				6,415
	Franchises, net				9,885				—				9,885				—				9,885
		Total investment in cable properties, net			16,300				—				16,300				—				16,300
OTHER NONCURRENT ASSETS					439				13				452				140				592
		Total assets		$	17,084			$	150			$	17,234			$	277			$	17,511
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES:
	Accounts payable and accrued expenses			$	1,301			$	—			$	1,301			$	10				1,311
		Total current liabilities			1,301				—				1,301				10				1,311
LONG-TERM DEBT					18,484				150				18,634				244				18,878
DEFERRED MANAGEMENT FEES — RELATED PARTY					14				—				14				—				14
OTHER LONG-TERM LIABILITIES					675				—				675				20				695
MINORITY INTEREST					637				—				637				—				637
PREFERRED STOCK-REDEEMABLE					55				—				55				—				55
SHAREHOLDERS’ DEFICIT:
	Class A common stock				—				—				—				—				—
	Class B common stock				—				—				—				—				—
Preferred stock					—				—				—				—				—
Additional paid-in capital					4,783				—				4,783				13				4,796
Accumulated deficit					(8,856	)			—				(8,856	)			(10	)			(8,866	)
Accumulated other comprehensive loss					(9	)			—				(9	)			—				(9	)
	Total shareholders’ deficit				(4,082	)			—				(4,082	)			3				(4,079	)
	Total liabilities and shareholders’ deficit			$	17,084			$	150			$	17,234			$	277			$	17,511

46

---

Table of Contents

Source of funds:
	Issuance of senior floating rate notes due 2010			$	550
		Total sources		$	550
Uses of funds:
	Repay Charter Operatings’ revolving credit facility			$	400
	Payment of financing costs				13
	General corporate purposes				137
		Total uses		$	550

Sources of funds:
	Issuance of 5.875% convertible senior notes due 2009			$	863
		Total sources		$	863
Uses of funds:
	Redeem 5.75% convertible senior notes due 2005			$	595
	Purchase pledged securities				144
	Payment of financing cost				35
	General corporate purposes				89
		Total uses		$	863

47

---

Table of Contents

																							Nine Months Ended
			Year Ended December 31,																				September 30,
			1999				2000				2001				2002				2003				2003				2004
			(Dollars in millions, except share and per share amounts)
Statement of Operations Data:
Revenues			$	1,428			$	3,141			$	3,807			$	4,566			$	4,819			$	3,602			$	3,701
Costs and Expenses:
	Operating (excluding depreciation and amortization)			460				1,187				1,486				1,807				1,952				1,457				1,552
	Selling, general and administrative			329				606				826				963				940				702				735
	Depreciation and amortization			745				2,398				2,683				1,436				1,453				1,095				1,105
	(Gain) loss on sale of assets, net			—				—				10				3				5				23				(104	)
	Impairment of franchises			—				—				—				4,638				—				—				2,433
	Option compensation expense (income), net			80				38				(5	)			5				4				1				34
	Special charges, net			—				—				18				36				21				18				100
	Unfavorable contracts and other settlements			—				—				—				—				(72	)			—				—
				1,614				4,229				5,018				8,888				4,303				3,296				5,855
Income (loss) from operations				(186	)			(1,088	)			(1,211	)			(4,322	)			516				306				(2,154	)
Interest expense, net				(444	)			(1,040	)			(1,310	)			(1,503	)			(1,557	)			(1,163	)			(1,227	)
Gain (loss) on derivative instruments and hedging activities, net				—				—				(50	)			(115	)			65				35				48
Gain on debt exchange, net				—				—				—				—				267				267				—
Loss on debt to equity conversions				—				—				—				—				—				—				(23	)
Loss on extinguishment of debt				—				—				—				—				—				—				(21	)
Loss on equity investments				—				(19	)			(54	)			(3	)			(3	)			(3	)			—
Other, net				(8	)			(1	)			(5	)			(1	)			(13	)			(6	)			—
Loss before minority interest, income taxes and cumulative effect of accounting change				(638	)			(2,148	)			(2,630	)			(5,944	)			(725	)			(564	)			(3,377	)
Minority interest				573				1,280				1,461				3,176				377				297				24
Loss before income taxes and cumulative effect of accounting change				(65	)			(868	)			(1,169	)			(2,768	)			(348	)			(267	)			(3,353	)
Income tax benefit (expense)				(1	)			10				12				460				110				86				116
Loss before cumulative effect of accounting change				(66	)			(858	)			(1,157	)			(2,308	)			(238	)			(181	)			(3,237	)
Cumulative effect of accounting change, net of tax				—				—				(10	)			(206	)			—				—				(765	)

48

---

Table of Contents

																						Nine Months Ended
		Year Ended December 31,																				September 30,
		1999				2000				2001				2002				2003				2003				2004
		(Dollars in millions, except share and per share amounts)
Net loss			(66	)			(858	)			(1,167	)			(2,514	)			(238	)			(181	)			(4,002	)
Dividends on preferred stock — redeemable			—				—				(1	)			(3	)			(4	)			(3	)			(3	)
Net loss applicable to common stock		$	(66	)		$	(858	)		$	(1,168	)		$	(2,517	)		$	(242	)		$	(184	)		$	(4,005	)
Loss per common share, basic and diluted		$	(2.22	)		$	(3.80	)		$	(4.33	)		$	(8.55	)		$	(0.82	)		$	(0.62	)		$	(13.38	)
Weighted-average common shares outstanding, basic and diluted			29,811,202				225,697,775				269,594,386				294,440,261				294,597,519				294,503,840				299,411,053
Other Data:
Deficiencies of earnings to cover fixed charges(a)		$	(638	)		$	(2,148	)		$	(2,630	)		$	(5,944	)		$	(725	)		$	(564	)		$	(3,377	)
Balance Sheet Data (end of period):
Total assets		$	18,967			$	24,352			$	26,463			$	22,384			$	21,364			$	21,451			$	17,084
Long-term debt			8,937				13,061				16,343				18,671				18,647				18,498				18,484
Minority interest(b)			5,381				4,571				4,434				1,050				689				763				637
Redeemable securities			751				1,104				—				—				—				—				—
Preferred stock — redeemable			—				—				51				51				55				55				55
Shareholders’ equity (deficit)			3,011				2,767				2,585				41				(175	)			(127	)			(4,082	)

(a)		Earnings include net loss plus fixed charges. Fixed charges consist of interest expense and an estimated interest component of rent expense.
(b)		Minority interest represents the percentage of Charter Communications Holding Company, LLC not owned by Charter, plus preferred membership interests in CC VIII, LLC, an indirect subsidiary of Charter. Paul G. Allen indirectly holds the preferred membership units in CC VIII, LLC as a result of the exercise of a put right originally granted in connection with the Bresnan transaction in 2000. An issue has arisen regarding the ultimate ownership of the CC VIII, LLC membership interest following the consummation of the Bresnan put transaction on June 6, 2003. See “Certain Relationships and Related Transactions — Transactions Arising Out of Our Organizational Structure and Mr. Allen’s Investment in Charter and Its Subsidiaries — Equity Put Rights — CC VIII.” Reported losses allocated to minority interest on the statement of operations are limited to the extent of any remaining minority interest on the balance sheet related to Charter Communications Holding Company, LLC. Because minority interest in Charter Communications Holding Company, LLC was substantially eliminated at December 31, 2003, beginning in the first quarter of 2004, Charter began to absorb substantially all losses before income taxes that otherwise would have been allocated to minority interest. As a result of negative equity at Charter Communications Holding Company, LLC, during the nine months ended September 30, 2004, no additional losses were allocated to minority interest, resulting in an approximate additional $2.0 billion of net losses. Subject to any changes in Charter Communications Holding Company, LLC’s capital structure, Charter will absorb substantially all future losses.

49

---

Table of Contents

		Nine Months Ended September 30, 2004
		First Quarter				Second Quarter				Third Quarter
Revenues		$	1,214			$	1,239			$	1,248
Income (loss) from operations			175				15				(2,344	)
Loss before minority interest, income taxes and cumulative effect of accounting change			(235	)			(366	)			(2,776	)
Net loss applicable to common stock			(294	)			(416	)			(3,295	)
Basic and diluted loss per common share before cumulative effect of accounting change			(1.00	)			(1.39	)			(8.36	)
Basic and diluted loss per common share			(1.00	)			(1.39	)			(10.89	)
Weighted-average shares outstanding			295,106,077				300,522,815				302,604,978

						Year Ended December 31, 2003
		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
Revenues		$	1,178			$	1,217			$	1,207			$	1,217
Income from operations			77				112				117				208
Income (loss) before minority interest and income taxes			(301	)			(286	)			23				(161	)
Net income (loss) applicable to common stock			(182	)			(38	)			36				(58	)
Basic income (loss) per common share			(0.62	)			(0.13	)			0.12				(0.20	)
Diluted Income (loss) per common share			(0.62	)			(0.13	)			0.07				(0.20	)
Weighted-average shares outstanding, basic			294,466,137				294,474,596				294,566,878				294,875,504
Weighted-average shares outstanding, diluted			294,466,137				294,474,596				637,822,843				294,875,504

						Year Ended December 31, 2002
		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
Revenues		$	1,074			$	1,137			$	1,166			$	1,189
Income (loss) from operations			97				84				91				(4,597	)
Loss before minority interest, income taxes and cumulative effect of accounting change			(234	)			(354	)			(367	)			(4,989	)
Net loss applicable to common stock			(317	)			(161	)			(167	)			(1,872	)
Basic and diluted loss per common share before cumulative effect of accounting change			(0.38	)			(0.55	)			(0.57	)			(6.36	)
Basic and diluted loss per common share			(1.08	)			(0.55	)			(0.57	)			(6.36	)
Weighted-average shares outstanding			294,394,939				294,453,454				294,454,659				294,457,134

50

---

Table of Contents

	•	We and our subsidiaries exchanged $1.9 billion of indebtedness for $1.6 billion of indebtedness while extending maturities and achieving approximately $294 million of debt discount.
	•	Our subsidiary, CCO Holdings, sold $500 million total principal amount of 83/4% senior notes and used the net proceeds to repay approximately $486 million principal amount of our subsidiaries’ credit facilities, providing additional financial flexibility for use of our subsidiary’s credit facilities.
	•	Our subsidiaries amended the Charter Operating credit facilities and concurrently issued $1.5 billion in senior second lien notes to refinance bank debt of CC VI Operating, CC VIII Operating and Falcon. The transaction extended beyond 2008 approximately $8.0 billion of scheduled debt maturities and credit facility commitment reductions which would have otherwise come due before that time.
	•	Our subsidiaries completed the sale of cable systems in Port Orchard, Washington, for a total price of approximately $91 million, subject to adjustments.
	•	We closed the sale of cable systems in Florida, Pennsylvania, Maryland, Delaware and West Virginia with Atlantic Broadband Finance, LLC. We closed on the sale of an additional cable system in New York to Atlantic Broadband Finance, LLC in April 2004. Subject to post-closing contractual adjustments, we expect the total net proceeds from the sale of all of these systems to be approximately $733 million, of which $5 million is currently held in an indemnity escrow account (with the unused portion thereof to be released by March 1, 2005). The proceeds received to date have been used to repay a portion of amounts outstanding under our subsidiary’s credit facilities.
	•	We significantly reduced capital spending from approximately $2.2 billion for the year ended December 31, 2002 to approximately $854 million for the year ended December 31, 2003, primarily due to the substantial completion of our network rebuild and upgrade.

51

---

Table of Contents

52

---

Table of Contents

53

---

Table of Contents

54

---

Table of Contents

		Total
		(In millions)
Total asset population subject to rebuild and upgrade, as originally recorded		$	2,998
Assets which were never intended to be replaced but rather were upgraded and remain in service			(946	)
Cost of assets inadvertently excluded from the asset population			401
Adjustment to record acquired assets at depreciated replacement cost at date of acquisition			(1,225	)
Total adjusted asset value subject to replacement and thus shortened depreciation life		$	1,228

55

---

Table of Contents

	•	During 2000, advertising revenue was recognized in conjunction with the promotion of equipment offered by two set-top terminal manufacturers from which we purchased digital set-top terminals. However, in connection with our restatement announced in April 2003, we reversed all advertising revenues from the set-top terminal manufacturers recognized in 2000. Based on a reassessment of the underlying structure of the arrangements during 2000, the prices paid for set-top terminals and the advertising revenues recognized were determined to be in excess of fair value. We therefore reduced our advertising revenue and decreased our related property, plant and equipment associated with the purchase of set-top terminals.
	•	During 2001 and 2000, certain post-acquisition marketing and customer acquisition costs were charged against purchase accounting reserves in the financial statements. These costs have been reclassified to record them as period cost in the appropriate fiscal year.
	•	During 2002, 2001 and 2000, certain state taxes, which are equity-based taxes and not based on income, were reclassified as operating expenses, rather than as taxes recorded in “other expenses” on our consolidated statements of operations.
	•	During 2000, we received management fees from a joint venture pursuant to the terms of the joint venture agreement and recognized revenue. Based on the limited amount of operational management activities performed on behalf of the joint venture, we determined this amount should be reclassified from revenue and recorded as investment income within “other expense” on our consolidated statements of operations.
	•	During 2000 and 2001, we accounted for the outstanding and unexercised portion of separated employees’ options by reversing all (both vested and unvested) previously recorded compensation expense for separated employees who forfeited stock-based awards. Compensation related to vested awards should not have been reversed at the time of separation, as the employee did not “fail to fulfill an obligation” associated with such vested awards. Stock compensation expense was increased to eliminate the effect of such reversal during 2000 and 2001. In addition, the computation of the compensation expense was adjusted during 2000 to reverse a miscalculation recorded during such years.

56

---

Table of Contents

		As Previously
		Reported				As Restated
Property, plant and equipment, net		$	7,150			$	6,914
Franchises, net			17,139				18,911
Total assets			24,962				26,463
Long-term debt			16,343				16,343
Other long-term liabilities			341				1,725
Minority interest			3,976				4,434
Total shareholders’ equity			2,862				2,585

			As Previously
			Reported				As Restated
Revenues			$	3,953			$	3,807
Costs and expenses:
	Operating (excluding depreciation and amortization)			1,326				1,486
	Selling, general and administrative			841				826
	Depreciation and amortization			3,010				2,693
	Option compensation income			(46	)			(5	)
	Special charges			18				18
				5,149				5,018
	Loss from operations			(1,196	)			(1,211	)
	Loss before minority interest, income taxes and cumulative effect of accounting change			(2,656	)			(2,630	)
	Loss before cumulative effect of accounting change			(1,178	)			(1,157	)
	Net loss applicable to common stock		$	(1,179	)		$	(1,168	)
Loss per common share, basic and diluted			$	(4.37	)		$	(4.33	)
Weighted average common shares outstanding, basic and diluted				269,594,386				269,594,386

57

---

Table of Contents

		As Previously
		Reported				As Restated
Property, plant and equipment, net		$	5,267			$	4,829
Franchises, net			17,069				18,835
Total assets			23,044				24,352
Long-term debt			13,061				13,061
Other long-term liabilities			285				1,568
Minority interest			4,090				4,571
Total shareholders’ equity			3,123				2,767

				As Previously
				Reported				As Restated
Revenues				$	3,249			$	3,141
Costs and expenses:
	Operating (excluding depreciation and amortization)				1,036				1,187
	Selling, general and administrative				670				606
	Depreciation and amortization				2,473				2,398
	Stock compensation expense				41				38
					4,220				4,229
		Loss from operations			(971	)			(1,088	)
		Loss before minority interest and income taxes			(2,055	)			(2,148	)
	Net loss			$	(829	)		$	(858	)
Loss per common share, basic and diluted				$	(3.67	)		$	(3.80	)
Weighted average common shares outstanding, basic and diluted					225,697,775				225,697,775

		2001								2000
		As Previously				As				As Previously				As
		Reported				Restated				Reported				Restated
Net cash from operating activities		$	519			$	489			$	1,131			$	828
Net cash from investing activities		$	(4,809	)		$	(4,774	)		$	(4,054	)		$	(3,751	)
Net cash from financing activities		$	4,162			$	4,156			$	2,920			$	2,920

58

---

Table of Contents

				Purchase Price
																Securities								Acquired
				Acquisition				Cash				Assumed				Issued/Other				Total				Customers
				Date				Paid				Debt				Consideration				Price				(approx)
				(Dollars in millions)
Renaissance					4/99			$	348			$	111			$	—			$	459				134,000
American Cable					5/99				240				—				—				240				69,000
Greater Media Systems					6/99				500				—				—				500				176,000
Helicon					7/99				410				115				25	(a)			550				171,000
Vista					7/99				126				—				—				126				26,000
Cable Satellite					8/99				22				—				—				22				9,000
Rifkin					9/99				1,200				128				133	(b)			1,461				463,000
InterMedia					10/99				873				—				420	(c)			1,293				278,000
Fanch					11/99				2,400				—				—				2,400				535,600
Falcon					11/99				1,250				1,700				550	(d)			3,500				977,200
Avalon					11/99				558				274				—				832				270,800
	Total 1999 Acquisitions							$	7,927			$	2,328			$	1,128			$	11,383				3,109,600
Interlake					1/00			$	13			$	—			$	—			$	13				6,000
Bresnan					2/00				1,100				963				1,014	(e)			3,077				695,800
Capital Cable					4/00				60				—				—				60				23,200
Farmington					4/00				15				—				—				15				5,700
Kalamazoo					9/00				—				—				171	(f)			171				50,700
	Total 2000 Acquisitions							$	1,188			$	963			$	1,185			$	3,336				781,400
AT&T Systems					6/01			$	1,711			$	—			$	25			$	1,736	(g)			551,100
Cable USA					8/01				45				—				55	(h)			100				30,600
	Total 2001 Acquisitions							$	1,756			$	—			$	80			$	1,836				581,700
High Speed Access Corp.					2/02			$	78			$	—			$	—			$	78				N/A
Enstar Limited Partnership Systems					4/02				48				—				—				48				21,600
Enstar Income Program II-1, L.P.					9/02				15				—				—				15				6,400
	Total 2002 Acquisitions							$	141			$	—			$	—			$	141				28,000
		Total 1999-2002 Acquisitions						$	11,012			$	3,291			$	2,393			$	16,696				4,500,700

(a)		Represents a preferred limited liability company interest in Charter Helicon, LLC, an indirect wholly owned subsidiary.
(b)		Relates to preferred equity in Charter Holdco, approximately $130 million, excluding accrued dividends, of which was subsequently exchanged for shares of Charter Class A common stock.
(c)		As part of this transaction, we agreed to “swap” certain of our non-strategic cable systems serving customers in Indiana, Montana, Utah and Northern Kentucky valued at approximately $420 million.
(d)		Relates to common membership units in Charter Holdco issued to certain of the Falcon sellers, which were subsequently exchanged for shares of Charter Class A common stock.

59

---

Table of Contents

(e)		Comprised of $385 million in equity in Charter Holdco and $629 million of equity in CC VIII.
(f)		In connection with this transaction, we acquired all of the outstanding stock of Cablevision of Michigan in exchange for 11,173,376 shares of Charter Class A common stock.
(g)		Comprised of approximately $1.7 billion, as adjusted, in cash and a cable system located in Florida valued at approximately $25 million, as adjusted.
(h)		In connection with this transaction, at the closing we and Charter Holdco acquired all of the outstanding stock of Cable USA and the assets of related affiliates in exchange for cash and 505,664 shares of Charter Series A convertible redeemable preferred stock. In the first quarter of 2003, an additional $0.34 million in cash was paid and 39,595 additional shares of Charter Series A convertible redeemable preferred stock were issued to certain sellers.

60

---

Table of Contents

	•	Capitalization of labor and overhead costs;
	•	Useful lives of property, plant and equipment;
	•	Impairment of property, plant, and equipment, franchises, and goodwill;
	•	Income taxes; and
	•	Litigation.

61

---

Table of Contents

	•	Scheduling a “truck roll” to the customer’s dwelling for service connection;
	•	Verification of serviceability to the customer’s dwelling (i.e., determining whether the customer’s dwelling is capable of receiving service by our cable network and/ or receiving advanced or data services);
	•	Customer premise activities performed by in-house field technicians and third-party contractors in connection with customer installations, installation of network equipment in connection with the installation of expanded services and equipment replacement and betterment; and
	•	Verifying the integrity of the customer’s network connection by initiating test signals downstream from the headend to the customer’s digital set-top terminal.

62

---

Table of Contents

		Useful
		Life
Cable distribution systems			7-20  years
Customer equipment and installations			3-5 years
Vehicles and equipment			1-5 years
Buildings and leasehold improvements			5-15  years
Furniture and fixtures			5 years

63

---

Table of Contents

64

---

Table of Contents

		Percentage/
		Percentage Point				Impairment Charge
Assumption		Change				Increase/(Decrease)
						(Dollars in millions)
Annual Operating Cash Flow(1)			+/- 5%				$(890)/$921
Long-Term Growth Rate(2)			+/- 1 pts	(3)			(1,579)/1,232
Discount Rate			+/- 0.5 pts	(3)			1,336/(1,528)

(1)	Operating Cash Flow is defined as revenues less operating expenses and selling general and administrative expenses.
(2)	Long-Term Growth Rate is the rate of cash flow growth beyond year ten.
(3)	A percentage point change of one point equates to 100 basis points.

65

---

Table of Contents

66

---

Table of Contents

67

---

Table of Contents

				Nine Months Ended September 30,
				2004								2003
Revenues				$	3,701				100	%		$	3,602				100	%
Costs and expenses:
	Operating (excluding depreciation and amortization)				1,552				42	%			1,457				41	%
	Selling, general and administrative				735				20	%			702				19	%
	Depreciation and amortization				1,105				30	%			1,095				30	%
	Impairment of franchises				2,433				66	%			—				—
	(Gain) loss on sale of assets, net				(104	)			(3	)%			23				1	%
	Option compensation expense, net				34				1	%			1				—
	Special charges, net				100				2	%			18				1	%
					5,855				158	%			3,296				92	%
		Income (loss) from operations			(2,154	)			(58	)%			306				8	%
	Interest expense, net				(1,227	)							(1,163	)
	Gain on derivative instruments and hedging activities, net				48								35
	Loss on debt to equity conversions				(23	)							—
	Loss on extinguishment of debt				(21	)							—
	Gain on debt exchange, net				—								267
	Other, net				—								(9	)
					(1,223	)							(870	)
		Loss before minority interest, income taxes and cumulative effect of accounting change			(3,377	)							(564	)
Minority interest					24								297
		Loss before income taxes and cumulative effect of accounting change			(3,353	)							(267	)
Income tax benefit					116								86
		Loss before cumulative effect of accounting change			(3,237	)							(181	)
Cumulative effect of accounting change, net of tax					(765	)							—
		Net loss			(4,002	)							(181	)
Dividends on preferred stock — redeemable					(3	)							(3	)
		Net loss applicable to common stock		$	(4,005	)						$	(184	)
Loss per common share, basic and diluted				$	(13.38	)						$	(0.62	)
Weighted average common shares outstanding, basic and diluted					299,411,053								294,503,840

68

---

Table of Contents

		Nine Months Ended September 30,
		2004								2003								2004 over 2003
						% of								% of								%
		Revenues				Revenues				Revenues				Revenues				Change				Change
Video		$	2,534				68	%		$	2,607				73	%		$	(73	)			(3	)%
High-speed data			538				14	%			403				11	%			135				33	%
Advertising sales			205				6	%			188				5	%			17				9	%
Commercial			175				5	%			149				4	%			26				17	%
Other			249				7	%			255				7	%			(6	)			(2	)%
		$	3,701				100	%		$	3,602				100	%		$	99				3	%

69

---

Table of Contents

		Nine Months Ended September 30,
		2004								2003								2004 over 2003
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
Programming		$	991				27	%		$	934				26	%		$	57				6	%
Advertising sales			72				2	%			65				2	%			7				11	%
Service			489				13	%			458				13	%			31				7	%
		$	1,552				42	%		$	1,457				41	%		$	95				7	%

70

---

Table of Contents

		Nine Months Ended September 30,
		2004								2003								2004 over 2003
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
General and administrative		$	636				17	%		$	622				17	%		$	14				2	%
Marketing			99				3	%			80				2	%			19				24	%
		$	735				20	%		$	702				19	%		$	33				5	%

71

---

Table of Contents

72

---

Table of Contents

73

---

Table of Contents

			Year Ended December 31,
			2003								2002								2001
Revenues			$	4,819				100	%		$	4,566				100	%		$	3,807				100	%
Costs and Expenses:
	Operating (excluding depreciation and amortization)			1,952				40	%			1,807				40	%			1,486				39	%
	Selling, general and administrative			940				20	%			963				21	%			826				22	%
	Depreciation and amortization			1,453				30	%			1,436				31	%			2,683				71	%
	Impairment of franchises			—				—				4,638				102	%			—				—
	Loss on sale of assets, net			5				—				3				—				10				—
	Option compensation expense (income), net			4				—				5				—				(5	)			—
	Special charges, net			21				—				36				1	%			18				—
	Unfavorable contracts and other settlements			(72	)			(1	)%			—				—				—				—
				4,303				89	%			8,888				195	%			5,018				132	%
Income (loss) from operations				516				11	%			(4,322	)			(95	)%			(1,211	)			(32	)%
Interest expense, net				(1,557	)							(1,503	)							(1,310	)
Gain (loss) on derivative instruments and hedging activities, net				65								(115	)							(50	)
Gain on debt exchange, net				267								—								—
Loss on equity investments				(3	)							(3	)							(54	)
Other, net				(13	)							(1	)							(5	)
Loss before minority interest, income taxes and cumulative effect of accounting change				(725	)							(5,944	)							(2,630	)
Minority interest				377								3,176								1,461
Loss before income taxes and cumulative effect of accounting change				(348	)							(2,768	)							(1,169	)
Income tax benefit				110								460								12
Loss before cumulative effect of accounting change				(238	)							(2,308	)							(1,157	)
Cumulative effect of accounting change, net of tax				—								(206	)							(10	)
Net loss				(238	)							(2,514	)							(1,167	)
Dividends on preferred stock — redeemable				(4	)							(3	)							(1	)
Net loss applicable to common stock			$	(242	)						$	(2,517	)						$	(1,168	)
Loss per common share, basic and diluted			$	(0.82	)						$	(8.55	)						$	(4.33	)
Weighted average common shares outstanding				294,597,519								294,440,261								269,594,386

74

---

Table of Contents

		Year Ended December 31,
		2003								2002								2003 over 2002
		Revenues				% of Revenues				Revenues				% of Revenues				Change				% Change
Video		$	3,461				72	%		$	3,420				75	%		$	41				1	%
High-speed data			556				12	%			337				7	%			219				65	%
Advertising sales			263				5	%			302				7	%			(39	)			(13	)%
Commercial			204				4	%			161				3	%			43				27	%
Other			335				7	%			346				8	%			(11	)			(3	)%
		$	4,819				100	%		$	4,566				100	%		$	253				6	%

75

---

Table of Contents

		Year Ended December 31,
		2003								2002								2003 over 2002
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
Programming		$	1,249				26	%		$	1,166				26	%		$	83				7	%
Advertising sales			88				2	%			87				2	%			1				1	%
Service			615				12	%			554				12	%			61				11	%
		$	1,952				40	%		$	1,807				40	%		$	145				8	%

76

---

Table of Contents

		Year Ended December 31,
		2003								2002								2003 over 2002
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
General and administrative		$	833				18	%		$	810				18	%		$	23				3	%
Marketing			107				2	%			153				3	%			(46	)			(30	)%
		$	940				20	%		$	963				21	%		$	(23	)			(2	)%

77

---

Table of Contents

78

---

Table of Contents

79

---

Table of Contents

		Year Ended December 31,
		2002								2001								2002 over 2001
		Revenues				% of Revenues				Revenues				% of Revenues				Change				% Change
Video		$	3,420				75	%		$	2,971				78	%		$	449				15	%
High-speed data			337				7	%			148				4	%			189				128	%
Advertising sales			302				7	%			197				5	%			105				53	%
Commercial			161				3	%			123				3	%			38				31	%
Other			346				8	%			368				10	%			(22	)			(6	)%
		$	4,566				100	%		$	3,807				100	%		$	759				20	%

80

---

Table of Contents

		Year Ended December 31,
		2002								2001								2002 over 2001
						% of								% of
		Expenses				Revenues				Expenses				Revenues				Change				% Change
Programming		$	1,166				26	%		$	963				25	%		$	203				21	%
Advertising sales			87				2	%			64				2	%			23				36	%
Service			554				12	%			459				12	%			95				21	%
		$	1,807				40	%		$	1,486				39	%		$	321				22	%

		Year Ended December 31,
		2002								2001								2002 over 2001
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
General and administrative		$	810				18	%		$	689				18	%		$	121				18	%
Marketing			153				3	%			137				4	%			16				12	%
		$	963				21	%		$	826				22	%		$	137				17	%

81

---

Table of Contents

82

---

Table of Contents

83

---

Table of Contents

84

---

Table of Contents

	•	issuing equity that would significantly dilute existing shareholders;
	•	issuing convertible debt or some other securities that may have structural or other priority over our existing notes and may also significantly dilute Charter’s existing shareholders;
	•	further reducing our expenses and capital expenditures, which may impair our ability to increase revenue;
	•	selling assets;
	•	issuing debt securities that may have structural or other priorities over our existing notes; or
	•	requesting waivers or amendments with respect to our credit facilities, the availability and terms of which would be subject to market conditions.

85

---

Table of Contents

	Summary of Outstanding Contractual Obligations

			Payments by Period
							Less than				1-3				3-5				More than
			Total				1 Year				Years				Years				5 Years
Contractual Obligations
Long-Term Debt Principal Payments(1)			$	19,208			$	188			$	2,199			$	6,293			$	10,528
Long-Term Debt Interest Payments(2)				8,783				1,121				2,718				2,704				2,240
Payments on Interest Rate Instruments(3)				183				115				68				—				—
Capital and Operating Lease Obligations(1)				80				19				29				14				18
Programming Minimum Commitments(4)				1,949				320				684				703				242
Other(5)				282				63				86				49				84
	Total		$	30,485			$	1,826			$	5,784			$	9,763			$	13,112

(1)	The tables present maturities of long-term debt outstanding as of December 31, 2003 and does not reflect the effects of the sale of the Charter Operating senior second lien notes, the amendment and restatement of the Charter Operating credit facilities, the 5.875% convertible senior notes and the senior floating rate notes. Refer to “Description of Certain Indebtedness” and Notes 9 and 23 to our December 31, 2003 consolidated financial statements included in this prospectus for a description of our long-term debt and other contractual obligations and commitments.
(2)	Interest payments on variable debt are estimated using amounts outstanding at December 31, 2003 and the average implied forward London Interbank Offering Rate (LIBOR) rates applicable for the quarter during the interest rate reset based on the yield curve in effect at December 31, 2003. Actual interest payments will differ based on actual LIBOR rates and actual amounts outstanding for applicable periods.
(3)	Represents amounts we will be required to pay under our interest rate hedge agreements estimated using the average implied forward LIBOR rates applicable for the quarter during the interest rate reset based on the yield curve in effect at December 31, 2003.
(4)	We pay programming fees under multi-year contracts ranging from three to six years typically based on a flat fee per customer, which may be fixed for the term or may in some cases, escalate over the term. Programming costs included in the accompanying statement of operations were $1.2 billion, $1.2 billion and $963 million for the years ended December 31, 2003, 2002 and 2001, respectively. Certain of our programming agreements are based on a flat fee per month or have guaranteed minimum payments. The table sets forth the aggregate guaranteed minimum commitments under our programming contracts.
(5)	“Other” represents other guaranteed minimum commitments, which consist primarily of commitments to our billing services vendors.

86

---

Table of Contents

	•	We also rent utility poles used in our operations. Generally, pole rentals are cancelable on short notice, but we anticipate that such rentals will recur. Rent expense incurred for pole rental attachments for the years ended December 31, 2003, 2002 and 2001, was $40 million, $41 million and $33 million, respectively.
	•	We pay franchise fees under multi-year franchise agreements based on a percentage of revenues earned from video service per year. We also pay other franchise related costs, such as public education grants under multi-year agreements. Franchise fees and other franchise-related costs included in the accompanying statement of operations were $162 million, $160 million and $144 million for the years ended December 31, 2003, 2002 and 2001, respectively.
	•	We also have $153 million in letters of credit, primarily to our various worker’s compensation, property casualty and general liability carriers as collateral for reimbursement of claims. These letters of credit reduce the amount we may borrow under our credit facilities.

	Historical Operating, Financing and Investing Activities

87

---

Table of Contents

	Capital Expenditures

88

---

Table of Contents

			Nine Months
			Ended								For the Years Ended
			September 30,								December 31,
			2004				2003				2003				2002				2001
Customer premise equipment(a)			$	345			$	253			$	380			$	748			$	926
Scalable infrastructure(b)				55				35				67				261				308
Line extensions(c)				94				69				131				101				161
Upgrade/ Rebuild(d)				28				76				132				777				1,014
Support capital(e)				117				70				144				280				504
	Total capital expenditures(f)		$	639			$	503			$	854			$	2,167			$	2,913

(a)		Customer premise equipment includes costs incurred at the customer residence to secure new customers, revenue units and additional bandwidth revenues. It also includes customer installation costs in accordance with SFAS 51 and customer premise equipment (e.g., set-top terminals and cable modems, etc.).
(b)		Scalable infrastructure includes costs, not related to customer premise equipment or our network, to secure growth of new customers, revenue units and additional bandwidth revenues or provide service enhancements (e.g., headend equipment).
(c)		Line extensions include network costs associated with entering new service areas (e.g., fiber/coaxial cable, amplifiers, electronic equipment, make-ready and design engineering).
(d)		Upgrade/rebuild includes costs to modify or replace existing fiber/coaxial cable networks, including betterments.
(e)		Support capital includes costs associated with the replacement or enhancement of non-network assets due to technological and physical obsolescence (e.g., non-network equipment, land, buildings and vehicles).
(f)		Represents all capital expenditures made during the nine months ended September 30, 2004 and 2003 and the years ended December 31, 2003, 2002 and 2001, respectively.

89

---

Table of Contents

90

---

Table of Contents

																																				Fair Value at
																																				September 30,
				2004				2005				2006				2007				2008				2009				Thereafter				Total				2004
Debt:
	Fixed Rate			$	—			$	588			$	156			$	451			$	227			$	3,398			$	8,631			$	13,451			$	11,232
		Average Interest Rate			—				5.75	%			4.75	%			8.25	%			10.93	%			9.60	%			10.34	%			9.83	%
	Variable Rate			$	8			$	30			$	30			$	280			$	630			$	780			$	3,635			$	5,393			$	5,319
		Average Interest Rate			4.88	%			6.05	%			6.85	%			7.15	%			7.53	%			7.86	%			8.48	%			8.18	%
Interest Rate Instruments:
	Variable to Fixed Swaps			$	240			$	990			$	873			$	575			$	—			$	—			$	—			$	2,678			$	101
		Average Pay Rate			8.05	%			7.95	%			8.25	%			8.07	%			—				—				—				8.08	%
		Average Receive Rate			4.64	%			5.96	%			6.94	%			7.15	%			—				—				—				6.42	%

91

---

Table of Contents

92

---

Table of Contents

	•	generating significant improvements in the overall customer experience in such critical areas as service delivery, customer care, and new product offerings;
	•	developing more sophisticated customer management capabilities through investment in our customer care and marketing infrastructure, improved segment-level marketing, and rigorous “test and learn” processes;
	•	executing smart growth strategies for new services, including digital simulcast, VOD, telephony, and digital video recorder service (DVR);
	•	managing our operating costs by exercising discipline in capital and operational spending; and
	•	identifying opportunities to continue to improve our balance sheet and liquidity.

	•	the issuance and sale by CCO Holdings, LLC and CCO Holdings Capital Corp. of $550 million of senior floating rate notes in December 2004;
	•	the November 2004 sale of the $862.5 million of 5.875% convertible senior notes due 2009 described in this prospectus;
	•	the sale of non-core cable systems for $824 million, the proceeds of which we used to reduce our indebtedness;
	•	the 2003 issuance by our subsidiaries, CCH II and Charter Holdings, of approximately $1.6 billion of senior notes, which they exchanged in private transactions for approximately $1.9 billion of outstanding indebtedness of Charter and Charter Holdings, resulting in a $294 million reduction of our consolidated debt outstanding; and
	•	the sale in April 2004 of $1.5 billion of senior second lien notes by our subsidiary, Charter Communications Operating, LLC (“Charter Operating”), together with the concurrent refinancing of its credit facilities.

93

---

Table of Contents

94

---

Table of Contents

					Approximate as of
					September 30,				September 30,
					2004(a)				2003(a)
Cable Video Services:
	Analog Video:
		Residential (non-bulk) analog video customers(b)				5,825,000				6,240,000
		Multi-dwelling (bulk) and commercial unit customers(c)				249,600				258,100
			Analog video customers(b)(c)			6,074,600				6,498,100
	Digital Video:
		Digital video customers(d)				2,688,900				2,664,800
		Digital percentage of analog video customers(b)(c)(d)(e)				44	%			41	%
	Non-Video Cable Services:
		Residential high-speed data customers(f)				1,819,900				1,489,700
		Dial-up customers				7,300				10,900
		Telephony customers(g)				40,200				24,100

(a)		“Customers” include all persons our corporate billing records show as receiving service (regardless of their payment status), except for complimentary accounts (such as our employees). Further, “customers” include persons receiving service under promotional programs that offered up to two months of service for free, some of whom had not requested to be disconnected, but had not become paying customers as of September 30, 2004. If such persons do not become paying customers, we do not believe this would have a material impact on our consolidated financial condition or consolidated results of operations. In addition, at September 30, 2004 and 2003, “customers” include approximately 46,000 and 64,600 persons whose accounts were over 60 days past due in payment, approximately 5,500 and 7,100 persons whose accounts were over 90 days past due in payment, and approximately 2,000 and 2,300 of which were over 120 days past due in payment, respectively.
(b)		“Residential (non-bulk) analog video customers” include all residential customers who receive video services, except for complimentary accounts (such as our employees).
(c)		Included within “video customers” are those in commercial and multi-dwelling structures, which are calculated on an equivalent bulk unit (“EBU”) basis. EBU is calculated for a system by dividing the bulk price charged to accounts in an area by the most prevalent price charged to non-bulk residential customers in that market for the comparable tier of service. The EBU method of estimating analog video customers is consistent with the methodology used in determining costs paid to programmers and has been consistently applied year over year. As we increase our effective analog video prices to residential customers without a corresponding increase in the prices charged to commercial service or multi-dwelling customers, our EBU count will decline even if there is no real loss in commercial service or multi-dwelling customers.
(d)		“Digital video customers” include all households that have one or more digital set-top terminals. Included in “digital video customers” on September 30, 2004 and 2003 are approximately 10,700 and 12,600 customers, respectively, that receive digital video service directly through satellite transmission.
(e)		Represents the number of digital video customers as a percentage of analog video customers.

95

---

Table of Contents

(f)		All of these customers also receive video service and are included in the video statistics above except for approximately 205,500 and 75,200 of these customers at September 30, 2004 and 2003, respectively, who were residential high-speed data only customers.
(g)		“Telephony customers” include all households receiving telephone service.

	Video Services

	•	Basic Analog Video. All of our video customers receive a package of basic programming, which generally consists of local broadcast television, local community programming, including governmental and public access, and limited satellite-delivered or non-broadcast channels, such as weather, shopping and religious services. Our basic channel line-up generally has between 15 and 30 channels.
	•	Expanded Basic Analog Video. This expanded programming level includes a package of satellite-delivered or non-broadcast channels and generally has between 30 and 50 channels in addition to the basic channel line-up.
	•	Premium Channels. These channels provide commercial-free movies, sports and other special event entertainment programming. Although we offer subscriptions to premium channels on an individual basis, we offer an increasing number of premium channel packages and offer premium channels with our advanced services.
	•	Pay-Per-View. These channels allow customers to pay on a per event basis to view a single showing of a recently released movie, a one-time special sporting event or music concert on a commercial-free basis.
	•	Digital Video. We offer digital video to our customers in several different service combination packages. All of our digital packages include a digital set-top terminal, an interactive electronic programming guide, up to 45 channels of digital music, an expanded menu of pay-per-view channels and the option to also receive digital packages which range from 4 to 30 additional video channels. We also offer our customers certain digital packages with one or more premium channels of their choice with “multiplexes.” Multiplexes give customers access to several different versions of the same premium channel, which are varied as to time of airing (such as east and west coast time slots) or programming content theme (such as westerns or romance). Some digital tier packages focus on the interests of a particular customer demographic and emphasize, for example, sports, movies, family or ethnic programming. In addition to video programming, digital video service enables customers to receive our advanced services such as VOD and high definition television. Other digital packages bundle digital television with our advanced services, such as high-speed data services.

	High-Speed Data Services

96

---

Table of Contents

	Advanced Broadband Services

	•	Video On Demand and Subscription Video on Demand. We offer VOD service, which allows customers to access hundreds of movies and other programming at any time with digital picture quality. In some systems we also offer SVOD for a single monthly fee or included with a digital tier premium channel subscription. As of September 30, 2004, we offered VOD in systems serving approximately 1.3 million digital video customers or 48% of our digital video customers as of that date. We expect to make VOD service available in systems serving approximately 1.6 million digital video customers by mid-2005.
	•	High Definition Television. High definition television offers our digital customers video programming at a higher resolution than the standard analog or digital video image. As of September 30, 2004, we offered high definition television in systems serving approximately 2.1 million digital video customers. Our objective in 2004 was to provide at least 8-10 broadcast and cable network high definition channels per system, focusing on providing at least two local high definition broadcast channels per system. As of September 30, 2004 we have reached our objective in systems covering 1.2 million digital video customers or 57% of our total customers able to receive high definition television as of that date.
	•	Telephony Services. We continue to explore development and deployment of voice communications services using VOIP to transmit digital voice signals over our systems. At September 30, 2004, our VOIP telephony service was available to approximately 416,300 homes passed in two markets and traditional switch-based telephony was available to approximately 91,800 homes passed in another market. At year-end 2004, we anticipate having nearly 1 million telephony-ready homes. We will continue to prepare these and additional markets for VOIP launches in 2005.
	•	i-TV Service. We ended 2003 with interactive television service (“i-TV”) available to over 1 million digital video customers. In 2004 we decreased availability of our i-TV channels and dropped the service in certain markets, due to incompatibility issues with our VOD provider in those markets. We are exploring a possible relaunch of i-TV in those markets in mid-2005. We expect to end 2004 with i-TV channels available to approximately 815,100 digital video customers.
	•	Commercial Services. We offer integrated network solutions to commercial and institutional customers. These solutions include high-speed data and video services. In addition, we offer high- speed data services to local businesses.

	Digital Video Recorder

	Sale of Advertising

97

---

Table of Contents

Service
		Price Range as of
		September 30, 2004
Analog video packages		$	8.00			-		$	54.00
Premium channel		$	10.00			-		$	15.00
Pay-per-view (per movie or event)		$	3.95			-		$	179.00
Digital video packages (including high-speed data service for higher tiers)		$	34.00			-		$	112.00
High-speed data service		$	21.95			-		$	49.99
Video on demand (per selection)		$	0.99			-		$	12.99
High definition television		$	3.99			-		$	6.99
Digital video recorder								$	9.99

	•	offer digital television, high-speed data services and other advanced services;
	•	offer up to 82 analog channels, and even more channels when our bandwidth is used for digital signal transmission; and
	•	permit two-way communication for Internet access and interactive services, and potentially, telephony services.

98

---

Table of Contents

550 Megahertz

860 Megahertz

Less than

to

750

to

Two-way

Two-way

550 Megahertz

660 Megahertz

Megahertz

870 Megahertz

Capability

Enabled

8

%

5%

42%

45%

92%

87%

	•	increased bandwidth capacity, for more channels and other services;
	•	dedicated bandwidth for two-way services, which avoids reverse signal interference problems that can occur with two-way communication capability; and
	•	improved picture quality and service reliability.

99

---

Table of Contents

	•	Promote customer awareness and loyalty;

100

---

Table of Contents

	•	Attract former customers and households that have never subscribed to our services;
	•	Promote our advanced services (such as DVR, high definition television, VOD and SVOD) with the goal that our customers will view their cable connection as one-stop shopping for video, voice, high-speed data and interactive services;
	•	Promote our bundling of digital video and high-speed data services and pricing strategies; and
	•	Announce the launch of our advanced services as they become available in our systems.

	General

	Costs

	•	annual increases imposed by programmers;
	•	additional programming being provided to customers as a result of system rebuilds and bandwidth reallocation, both of which increase channel capacity; and
	•	increased cost for certain previously discounted programming.

101

---

Table of Contents

102

---

Table of Contents

	Direct Broadcast Satellite

103

---

Table of Contents

	DSL and Other Broadband Services

104

---

Table of Contents

	Broadcast Television

	Traditional Overbuilds

	Telephone Companies and Utilities

105

---

Table of Contents

	Private Cable

	Wireless Distribution

106

---

Table of Contents

	Securities Class Actions and Derivative Suits

107

---

Table of Contents

	•	In re Charter Communications, Inc. Securities Litigation, MDL Docket No. 1506 (All Cases), StoneRidge Investments Partners, LLC, Individually and On Behalf of All Others Similarly Situated, v. Charter Communications, Inc., Paul Allen, Jerald L. Kent, Carl E. Vogel, Kent Kalkwarf, David G. Barford, Paul E. Martin, David L. McCall, Bill Shreffler, Chris Fenger, James H. Smith, III, Scientific-Atlanta, Inc., Motorola, Inc. and Arthur Andersen, LLP, Consolidated Case No. 4:02-CV-1186-CAS.

	•	Kenneth Stacey, Derivatively on behalf of Nominal Defendant Charter Communications, Inc., v. Ronald L. Nelson, Paul G. Allen, Marc B. Nathanson, Nancy B. Peretsman, William Savoy, John H. Tory, Carl E. Vogel, Larry W. Wangberg, Arthur Andersen, LLP and Charter Communications, Inc.

	•	Thomas Schimmel, Derivatively on behalf on Nominal Defendant Charter Communications, Inc., v. Ronald L. Nelson, Paul G. Allen, Marc B. Nathanson, Nancy B. Peretsman, William D. Savoy, John H. Tory, Carl E. Vogel, Larry W. Wangberg, and Arthur Andersen, LLP, and Charter Communications, Inc.

108

---

Table of Contents

	•	Arthur Cohn, Derivatively on behalf of Nominal Defendant Charter Communications, Inc., v. Ronald L. Nelson, Paul G. Allen, Marc B. Nathanson, Nancy B. Peretsman, William Savoy, John H. Tory, Carl E. Vogel, Larry W. Wangberg, and Charter Communications, Inc.

	•	Eleanor Leonard, v. Paul G. Allen, Larry W. Wangberg, John H. Tory, Carl E. Vogel, Marc B. Nathanson, Nancy B. Peretsman, Ronald L. Nelson, William Savoy, and Charter Communications, Inc., filed on August 12, 2002;
	•	Helene Giarraputo, on behalf of herself and all others similarly situated, v. Paul G. Allen, Carl E. Vogel, Marc B. Nathanson, Ronald L. Nelson, Nancy B. Peretsman, William Savoy, John H. Tory, Larry W. Wangberg, and Charter Communications, Inc., filed on August 13, 2002;

109

---

Table of Contents

	•	Ronald D. Wells, Whitney Counsil and Manny Varghese, on behalf of themselves and all others similarly situated, v. Charter Communications, Inc., Ronald L. Nelson, Paul G. Allen, Marc B. Nathanson, Nancy B. Peretsman, William Savoy, John H. Tory, Carl E. Vogel, Larry W. Wangberg, filed on August 13, 2002;
	•	Gilbert Herman, on behalf of himself and all others similarly situated, v. Paul G. Allen, Larry W. Wangberg, John H. Tory, Carl E. Vogel, Marc B. Nathanson, Nancy B. Peretsman, Ronald L. Nelson, William Savoy, and Charter Communications, Inc., filed on August 14, 2002;
	•	Stephen Noteboom, on behalf of himself and all others similarly situated, v. Paul G. Allen, Larry W. Wangberg, John H. Tory, Carl E. Vogel, Marc B. Nathanson, Nancy B. Peretsman, Ronald L. Nelson, William Savoy, and Charter Communications, Inc., filed on August 16, 2002; and
	•	John Fillmore on behalf of himself and all others similarly situated, v. Paul G. Allen, Larry W. Wangberg, John H. Tory, Carl E. Vogel, Marc B. Nathanson, Nancy B. Peretsman, Ronald L. Nelson, William Savoy, and Charter Communications, Inc., filed on October 18, 2002.

	Government Investigations

	Indemnification

	Other Litigation

110

---

Table of Contents

	•	Nikki Nicholls and Geraldine M. Barber, on behalf of themselves and all others similarly situated v. Charter Communications Holding Company, LLC and City of Spartanburg filed on October 29, 2001.

	•	Emma S. Tobar, Nikki Nicholls, Geraldine M. Barber and April Jones, on behalf of themselves and all others similarly situated v. Charter Communications Holding Company, LLC, et al, originally filed on March 26, 2002.

	Outcome

111

---

Table of Contents

112

---

Table of Contents

113

---

Table of Contents

114

---

Table of Contents

115

---

Table of Contents

116

---

Table of Contents

Directors		Position(s)
Paul G. Allen		Chairman of the board of directors
W. Lance Conn		Director
Jonathan L. Dolgen		Director
Charles M. Lillis		Director
Robert P. May		Director, Interim President and Chief Executive Officer
David C. Merritt		Director
Marc B. Nathanson		Director
Jo Allen Patton		Director
John H. Tory		Director
Larry W. Wangberg		Director

117

---

Table of Contents

118

---

Table of Contents

119

---

Table of Contents

Executive Officers		Position
Paul G. Allen		Chairman of the Board of Directors
Robert P. May		Interim President and Chief Executive Officer
Derek Chang		Executive Vice President of Finance and Strategy and interim co-Chief Financial Officer
Thomas A. Cullen		Executive Vice President of Advanced Services and Business Development
Wayne H. Davis		Executive Vice President and Chief Technical Officer
Michael J. Lovett		Executive Vice President, Operations and Customer Care
Paul E. Martin		Senior Vice President, Principal Accounting Officer and interim co-Chief Financial Officer
Curtis S. Shaw		Executive Vice President, General Counsel and Secretary

120

---

Table of Contents

121

---

Table of Contents

																			Long-Term
																			Compensation Award
							Annual Compensation
																			Restricted				Securities
			Year												Other Annual				Stock				Underlying				All Other
Name and Principal			Ended												Compensation				Awards				Options				Compensation
Position			Dec. 31				Salary($)				Bonus($)(1)				($)				($)				(#)				($)(2)
Carl E. Vogel(3)				2004				1,038,462				500,000				—				2,924,000	(15)			580,000				42,426	(18)
	Former President and Chief			2003				1,000,000				150,000				30,345	(12)			—				750,000				12,639	(18)
	Executive Officer			2002				980,769				330,000	(8)			214,961	(12)			—				1,000,000				10,255	(18)
Margaret A. Bellville(4)				2004				478,366				—				28,309	(13)			—				200,000				204,407	(19)
	Former Executive Vice			2003				581,730				203,125				30,810	(13)			—				—				109,139	(19)
	President, Chief Operating			2002				9,615				150,000	(9)			—				—				500,000				—
	Officer
Derek Chang(5)				2004				448,077				—				7,255	(14)			—				135,000				5,510
	Executive Vice President of			2003				15,385												192,000	(16)			350,000
	Finance and Strategy, Interim Co-Chief Financial Officer
Steven A. Schumm				2004				467,308				—				—				467,702	(17)			135,000				12,360	(20)
	Former Executive Vice			2003				448,077				45,000				—				—				250,000				9,889
	President and Chief			2002				436,058				588,000	(10)			—				—				300,000				5,255
	Administrative Officer
Curtis S. Shaw(6)				2004				422,115				—				—				—				135,000				12,592	(21)
	Executive Vice President,			2003				275,782				37,500				—				—				250,000				9,411	(21)
	General Counsel and Secretary			2002				249,711				281,500	(11)			—				—				100,000				3,096
Michael J. Lovett(7)				2004				291,346				—				—				—				172,000				15,150	(22)
	Executive Vice President,			2003				81,731				60,000				—				—				100,000				2,400	(22)
	Operations and Customer Care

	(1)	Generally, bonus amounts for 2004 have not yet been determined by Charter’s Board of Directors. Bonus shown for Mr. Vogel for 2004 was a mid-year discretionary bonus. Includes senior management bonuses for 2003 under the 2003 senior management incentive plan. Mr. Vogel’s and Ms. Bellville’s 2002 and 2003 bonuses were determined in accordance with the terms of their respective employment agreements. Also, where indicated in the footnotes below, the bonuses for 2002 include “stay” bonuses in the form of principal and interest forgiven under the employee’s promissory note. In 2002, all the remaining principal and accrued interest on these notes was forgiven as provided by the terms of the notes, so that at December 31, 2002, these notes were no longer outstanding.
	(2)	Except as noted in notes 18 through 22 below respectively, these amounts consist of matching contributions under our 401(k) plan. The 2002 amounts also include premiums for supplemental life insurance available to executives, and the 2003 amounts include long-term disability available to executives.
	(3)	Mr. Vogel resigned from all of his positions with Charter and its subsidiaries on January 17, 2005.
	(4)	Ms. Bellville became the Chief Operating Officer of Charter in December 2002 and terminated her employment, effective September 30, 2004.

122

---

Table of Contents

	(5)	Mr. Chang was hired as Executive Vice President of Finance and Strategy in December 2003, and was appointed Interim Co-Chief Financial Officer in August 2004.
	(6)	Mr. Shaw was promoted to Executive Vice President in October 2003.
	(7)	Mr. Lovett joined Charter in August 2003 and was promoted to his current position in September 2004.
	(8)	Includes $330,000 awarded as a bonus for services performed in 2002.
	(9)	Includes a one-time signing bonus of $150,000 pursuant to an employment agreement.

(10)	Includes a “stay” bonus representing the principal and interest forgiven under employee’s promissory note, amounting to $363,000 for 2002; and $225,000 awarded as a bonus for services performed in 2002.
(11)	Includes a “stay” bonus representing the principal and interest forgiven under employee’s promissory note, amounting to $181,500 for 2002; and $100,000 awarded as a bonus for services performed in 2002.
(12)	Amount attributed to personal use of the corporate airplane in 2003 and $100,000 attributed to personal use and commuting in the corporate airplane in 2002 and $114,961 for purchase of a car in 2002.
(13)	Includes (i) for 2004, reimbursement for taxes (on a “grossed up” basis) paid in respect of prior reimbursements for relocation expenses, and (ii) for $26,010 attributed to personal use of the corporate airplane and $4,800 for car allowance.
(14)	Includes reimbursement for taxes (on a “grossed up” basis) paid in respect of prior reimbursements for relocation expenses.
(15)	These restricted shares were issued in exchange for stock options held by the named officer pursuant to the February 2004 option exchange program described below. One half of these restricted shares constitute performance units granted under our Long-Term Incentive Program and will vest on the third anniversary of the grant date only if Charter meets certain performance criteria. The other half vest over three years in equal one-third installments. At December 31, 2004, the value of all of the named officer’s unvested restricted stock holdings (including performance units) was $1,548,868, based on a per share market value (closing sale price) of $2.24 for our Class A common stock on December 31, 2004.
(16)	These restricted shares vest over three years in equal one-third installments. At December 31, 2004, the value of all of the named officer’s unvested restricted stock holdings was $84,000 based on a per share market value (closing sale price) of $2.24 for our Class A common stock on December 31, 2004.
(17)	These restricted shares were issued in exchange for stock options held by the named officer pursuant to the February 2004 option exchange program described below. One half of these restricted shares constitute performance units granted under our Long-Term Incentive Program and will vest on the third anniversary of the grant date only if Charter meets certain performance criteria. The other half vest over three years in equal one-third installments. At December 31, 2004, the value of all of the named officer’s vested restricted stock holdings (including performance units) was $243,640, based on a per share market value (closing sale price) of $2.24 for our Class A common stock on December 31, 2004.
(18)	Includes (i) for 2004, $28,977 attributed to personal use of the corporate airplane, $10,000 as reimbursement for tax advisory services, $2,639 paid as premium for long-term disability available for executives and $810 for group term life insurance premiums; (ii) for 2003, $2,639 paid as premium for long-term disability available for executives and $10,000 as reimbursement for tax advisory services; and (iii) for 2002, $255 paid as premiums for supplemental life insurance available for executives and $10,000 as reimbursement for tax advisory services.
(19)	Includes (i) for 2004, $183,899 for severance and accrued vacation at termination of employment, $10,299 for COBRA payments following termination, $4,650 for automobile allowance, $2,831

123

---

Table of Contents

	attributed to personal use of the corporate airplane, $2,418 paid as premium for long-term disability available for executives and $311 for group term life insurance premiums; and (ii) for 2003, $2,955 paid as premium for long-term disability insurance available to executives, $5,000 as reimbursement for tax advisory services, $7,500 for legal services and $93,684 paid in relation to relocation expenses.
(20)	Includes, for 2004, $4,945 paid as premium for long-term disability available for executives and $1,242 for group term life insurance premiums.
(21)	Includes (i) for 2004, $3,770 paid as premium for long-term disability available for executives and $2,322 for group term life insurance premiums, and (ii) for 2003, $2,287 attributed to personal use of the corporate airplane.
(22)	Includes, (i) for 2004, $7,200 for automobile allowance, $1,437 paid as premium for long-term disability available for executives, $960 for group term life insurance premiums and $597 attributed to personal use of the corporation aircraft and (ii) for 2003, $2,400 for automobile allowance.

																		Potential Realizable
																		Value at Assumed Annual
		Number of				% of Total												Rate of Stock Price
		Securities				Options												Appreciation
		Underlying				Granted to												For Option Term(2)
		Options				Employees				Exercise				Expiration
Name		Granted(#)(1)				In 2004				Price ($/Sh)				Date				5%($)				10%($)
Carl E. Vogel(3)			580,000				6.17	%		$	5.17				1/27/14				1,885,803				4,778,996
Margaret A. Bellville(4)			200,000				2.13	%			5.17				1/27/14				650,277				1,647,930
Derek Chang			135,000				1.44	%			5.17				1/27/14				438,937				1,112,353
Steven A. Schumm(5)			135,000				1.44	%			5.17				1/27/14				438,937				1,112,353
Curtis S. Shaw			135,000				1.44	%			5.17				1/27/14				438,937				1,112,353
Michael J. Lovett			77,500				0.82	%			5.17				1/27/14				251,982				638,573
			12,500				0.13	%			4.555				4/27/14				35,808				90,744
			82,000				0.87	%			2.865				10/26/14				147,746				374,418

(1)	Options are transferable under limited conditions, primarily to accommodate estate planning purposes. These options generally vest in four equal installments commencing on the first anniversary following the grant date.
(2)	This column shows the hypothetical gains on the options granted based on assumed annual compound price appreciation of 5% and 10% over the full ten-year term of the options. The assumed rates of 5% and 10% appreciation are mandated by the SEC and do not represent our estimate or projection of future prices.
(3)	Mr. Vogel’s employment terminated on January 17, 2005.
(4)	Ms. Bellville’s employment terminated on September 30, 2004. Under the terms of the separation agreement, her options will continue to vest until December 31, 2005, and all vested options are exercisable until sixty (60) days thereafter.
(5)	Mr. Schumm’s employment terminated on January 28, 2005.

124

---

Table of Contents

										Number of Securities
										Underlying Unexercised								Value of Unexercised In-the-
										Options at December 31,								Money Options at
		Shares								2004 (#)(1)								December 31, 2004 ($)(2)
		Acquired on				Value
Name		Exercise (#)				Realized($)				Exercisable				Unexercisable				Exercisable				Unexercisable
Carl E. Vogel			—				—				2,499,999				3,230,001				—				—
Margaret A. Bellville			—				—				385,416				314,584				254,375				75,625
Derek Chang			—				—				87,500				397,500				—				—
Steven A. Schumm			—				—				182,500				502,500				—				—
Curtis S. Shaw			—				—				438,833				420,167				—				—
Michael J. Lovett			—				—				25,000				247,000				—				—

(1)	Options granted prior to 2001 and under the 1999 Charter Communications Option Plan, when vested, are exercisable for membership units of Charter Holdco which are immediately exchanged on a one-for-one basis for shares of our Class A common stock upon exercise of the option. Options granted under the 2001 Stock Incentive Plan and after 2000 are exercisable for shares of our Class A common stock.
(2)	Based on a per share market value (closing price) of $2.24 as of December 31, 2004 for our Class A common stock.

125

---

Table of Contents

126

---

Table of Contents

127

---

Table of Contents

128

---

Table of Contents

	(1) any breach of the director’s duty of loyalty to the corporation and its stockholders;
	(2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
	(3) unlawful payments of dividends or unlawful stock purchases or redemptions; or
	(4) any transaction from which the director derived an improper personal benefit.

129

---

Table of Contents

	•	each person currently serving as a director of Charter;
	•	the current chief executive officer and the other individuals named in the Summary Compensation Table;
	•	all persons currently serving as directors and officers of Charter, as a group; and
	•	each person known by us to own beneficially 5% or more of the outstanding Class A common stock.

	•	each holder of Class A common stock is entitled to one vote per share; and
	•	each holder of Class B common stock is entitled to (i) ten votes per share of Class B common stock held by such holder and its affiliates and (ii) ten votes per share of Class B Common Stock for which membership units in Charter Holdco held by such holder and its affiliates are exchangeable.

										Class A
										Shares
						Unvested				Receivable								Class B
						Restricted				on Exercise								Shares
		Number of				Class A				of Vested								Issuable
		Class A Shares				Shares				Options or				Number of				upon								% of
		(Voting and				(Voting				Other				Class B				Exchange or				% of				Voting
		Investment				Power				Convertible				Shares				Conversion of				Equity				Power
Name and Address of Beneficial Owner		Power)(1)				Only)(2)				Securities(3)				Owned				Units(4)				(4)(5)				(5)(6)
Paul G. Allen(7)			29,126,463				15,823				10,000				50,000				339,132,031				57.16	%			92.53	%
Charter Investment, Inc.(8)																			222,818,858				42.19	%			*
Vulcan Cable III Inc.(9)																			116,313,173				27.59	%			*
Robert P. May(10)							19,685																*				*
John H. Tory			14,182				15,823				40,000												*				*
Marc B. Nathanson			399,882				15,823				50,000												*				*
Charles M. Lillis(11)			11,429				18,416																*				*
David C. Merritt			9,882				15,823																*				*
Jo Allen Patton(12)							10,977																*				*
W. Lance Conn(13)							19,231																*				*
Jonathan L. Dolgen(10)							19,685																*				*
Larry W. Wangberg			12,882				15,823				40,000												*				*
Derek Chang			22,500				37,500				121,250
Curtis S. Shaw			5,000								489,250												*				*
Michael J. Lovett			7,500				0				44,375												*				*
All current directors and executive officers as a group (16 persons)			29,615,970				229,823				1,100,953				50,000				339,132,031				57.29	%			92.55	%
Carl E. Vogel			89,583				690,417				847,917												*				*
Margaret A. Bellville(14)											95,833												*				*
Steven A. Schumm(15)			12,440				108,768				234,378												*				*
Mark Cuban(16)			19,000,000																				6.22	%			*
Wallace R. Weitz & Company(17)			26,000,000																				8.52	%			*
UBS Americas Inc.(18)			19,520,000																				6.39	%			*
Amaranth L.L.C.(19)											21,322,312												6.53	%

	*	Less than 1%.

	(1)	Includes shares for which the named person has sole voting and investment power; or shared voting and investment power with a spouse. Does not include shares that may be acquired through exercise of options.
	(2)	Includes unvested shares of restricted stock issued under the Charter Communications, Inc. 2001 Stock Incentive Plan (including those issued in the February 2004 option exchange for those eligible employees who elected to participate), as to which the applicable director or employee has sole voting power but not investment power.

130

---

Table of Contents

	(3)	Includes shares of Class A common stock issuable upon exercise of options that have vested or will vest on or before March 1, 2005, under the 1999 Charter Communications Option Plan and the 2001 Stock Incentive Plan.
	(4)	Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. The beneficial owners at December 31, 2004 of Class B common stock, Charter Holdco membership units and convertible senior notes of Charter are deemed to be beneficial owners of an equal number of shares of Class A common stock because such holdings are either convertible into Class A shares (in the case of Class B shares and convertible senior notes) or exchangeable (directly or indirectly) for Class A shares (in the case of the membership units) on a one-for-one basis. Unless otherwise noted, the named holders have sole investment and voting power with respect to the shares listed as beneficially owned. An issue has arisen as to whether the documentation for the Bresnan transaction was correct and complete with regard to the ultimate ownership of the CC VIII, LLC membership interests following the consummation of the Bresnan put transaction on June 6, 2003. See “Certain Relationships and Related Party Transactions — Transactions Arising Out of Our Organizational Structure and Mr. Allen’s Investment in Charter and Its Subsidiaries — Equity Put Rights — CC VIII.”
	(5)	The calculation of this percentage assumes for each person that:

	•	305,203,770 shares of Class A common stock are issued and outstanding as of December 31, 2004;
	•	50,000 shares of Class B common stock held by Mr. Allen have been converted into shares of Class A common stock;
	•	the acquisition by such person of all shares of Class A common stock that such person or affiliates of such person has the right to acquire upon exchange of membership units in subsidiaries or conversion of Series A Convertible Redeemable Preferred Stock or 5.75% or 4.75% convertible senior notes;
	•	the acquisition by such person of all shares that may be acquired upon exercise of options to purchase shares or exchangeable membership units that have vested or will vest by March 1, 2005; and
	•	that none of the other listed persons or entities has received any shares of Class A common stock that are issuable to any of such persons pursuant to the exercise of options or otherwise.

	(6)	The calculation of this percentage assumes that Mr. Allen’s equity interests are retained in the form that maximizes voting power (i.e., the 50,000 shares of Class B common stock held by Mr. Allen have not been converted into shares of Class A common stock; that the membership units of Charter Holdco owned by each of Vulcan Cable III Inc. and Charter Investment, Inc. have not been exchanged for shares of Class A common stock).
	(7)	The total listed includes:

	•	222,818,858 membership units in Charter Holdco held by Charter Investment, Inc.; and
	•	116,313,173 membership units in Charter Holdco held by Vulcan Cable III Inc.

The listed total excludes 24,273,943 shares of Class A common stock issuable upon exchange of units of Charter Holdco, which may be issuable to Charter Investment, Inc. (which is owned by Mr. Allen) as a consequence of the closing of his purchase of the membership interests in CC VIII, LLC that were put to Mr. Allen and were purchased by him on June 6, 2003. An issue has arisen regarding the ultimate ownership of such CC VIII, LLC membership interests following the consummation of such put transaction. See “Certain Relationships and Related Party Transactions — Transactions Arising Out of Our Organizational Structure and Mr. Allen’s Investment in Charter and Its Subsidiaries — Equity Put Rights — CC VIII.”

131

---

Table of Contents

	The address of this person is: 505 Fifth Avenue South, Suite 900, Seattle, WA 98104.

	(8)	Includes 222,818,858 membership units in Charter Holdco which are exchangeable for shares of Class B common stock on a one-for-one basis, which are convertible to shares of Class A common stock on a one-for-one basis. The address of this person is Charter Plaza, 12405 Powerscourt Drive, St. Louis, MO 63131.
	(9)	Includes 116,313,173 membership units in Charter Holdco which are exchangeable for shares of Class B common stock on a one-for-one basis, which are convertible to shares of Class A common stock on a one-for-one basis. The address of this person is: 505 Fifth Avenue South, Suite 900, Seattle, WA 98104.

(10)	Mr. May and Mr. Dolgen were elected to the Board of Directors of Charter on October 21, 2004 and were granted 19,685 shares on October 21, 2004 which will fully vest on October 21, 2005.
(11)	Mr. Lillis was granted 11,429 shares of restricted Class A common stock on October 3, 2003, which vested fully on October 3, 2004. He was granted 18,416 shares of restricted Class A common stock on October 3, 2004, which will vest fully on October 3, 2005.
(12)	Ms. Patton was appointed to the board of directors of Charter on April 27, 2004 and was granted 10,997 shares on that date which will vest fully on April 27, 2005.
(13)	Mr. Conn was elected to the Board of Directors of Charter on September 24, 2004 and was granted 19,231 shares on September 30, 2004, which will vest fully on September 30, 2005.
(14)	Ms. Bellville resigned from Charter effective September 30, 2004. Under the terms of her separation agreement, her options will continue to vest until December 31, 2005, and all vested options are exercisable until sixty (60) days thereafter.
(15)	Includes 1,000 shares for which Mr. Schumm has shared investment and voting power. Mr. Schumm’s employment terminated effective January 28, 2005.
(16)	The equity ownership reported in this table is based upon holder’s Schedule 13G filed with the SEC May 19, 2003. The address of this person is: 5424 Deloache, Dallas, Texas 75220.
(17)	The equity ownership reported in this table, for both the named holder and its president and primary owner, Wallace R. Weitz, is based upon holders’ Schedule 13G filed with the SEC on January 12, 2005, and reflects the holders’ ownership in its capacity as an investment advisor and not ownership for its own account. The address of this person is: 1125 South 103rd Street, Suite 600, Omaha, Nebraska 68124-6008.
(18)	The equity ownership reported in this table is based upon holder’s Schedule 13G filed with the SEC February 19, 2004. The address of this person is: 677 Washington Blvd., Stamford, Connecticut 06901. This person disclaims beneficial ownership of all of these shares. In addition, these shares include all of the shares described in footnote 16 above.
(19)	The equity ownership reported in this table is based upon holder’s Schedule 13G filed with the SEC February 2, 2005. The address of this person is: c/o Amaranth Advisors L.L.C., One American Lane, Greenwich, Connecticut, 06831.

132

---

Table of Contents

	•	Transactions in which Mr. Allen has an interest that arise directly out of Mr. Allen’s investment in Charter and Charter Holdco. A large number of the transactions described below arise out of Mr. Allen’s direct and indirect (through Charter Investment, Inc., or the Vulcan entities, each of which Mr. Allen controls) investment in Charter and its subsidiaries, as well as commitments made as consideration for the investments themselves.
	•	Transactions with third party providers of products, services and content in which Mr. Allen has a material interest. Mr. Allen has numerous investments in the areas of technology and media. We have a number of commercial relationships with third parties in which Mr. Allen has an interest.
	•	Other Miscellaneous Transactions. We have a limited number of transactions in which certain of the officers, directors and principal shareholders of Charter and its subsidiaries, other than Mr. Allen, have an interest.

Transaction		Interested Related Party		Description of Transaction
Intercompany Management Arrangements		Paul G. Allen		Subsidiaries of Charter Holdco paid Charter approximately $69 million, $79 million, $84 million and $65 million for management services rendered in 2001, 2002 and 2003 and the nine months ended September 30, 2004, respectively.
Mutual Services Agreement		Paul G. Allen		Charter paid Charter Holdco approximately $51 million, $70 million, $73 million and $54 million for services rendered in 2001, 2002, 2003 and the nine months ended September 30, 2004, respectively.
Management Agreement		Paul G. Allen		No fees were paid in 2001, 2002, 2003 or 2004, although total management fees payable to Charter Investment, Inc., exclusive of interest, were approximately $14 million at December 31, 2001 and 2002, 2003 and September 30, 2004.

133

---

Table of Contents

Transaction		Interested Related Party		Description of Transaction
Tax Provisions of Charter Holdco’s Operating Agreement		Paul G. Allen		In 2001 and 2002, the operating agreement of Charter Holdco allocated certain of our tax losses to entities controlled by Paul Allen.
Channel Access Agreement		Paul G. Allen W. Lance Conn Jo Allen Patton		At Vulcan Ventures’ request, we will provide Vulcan Ventures with exclusive rights for carriage on eight of our digital cable channels as partial consideration for a prior capital contribution of $1.3 billion.
Equity Put Rights		Paul G. Allen		Certain sellers of cable systems that we acquired were granted, or previously had, the right, as described below, to put to Paul Allen equity in us (in the case of Rifkin and Falcon), Charter Holdco (in the case of Rifkin) and CC VIII, LLC (in the case of Bresnan) issued to such sellers in connection with such acquisitions.
Previous Funding Commitment of Vulcan Inc.		Paul G. Allen W. Lance Conn Jo Allen Patton		Pursuant to a commitment letter dated April 14, 2003, Vulcan Inc., which is an affiliate of Paul Allen, agreed to lend, under certain circumstances, or cause an affiliate to lend to Charter Holdings or any of its subsidiaries a total amount of up to $300 million, which amount includes a subfacility of up to $100 million for the issuance of letters of credit. In November 2003, the commitment was terminated. We incurred expenses to Vulcan Inc. totaling $5 million in connection with the commitment prior to termination.
High Speed Access Corp. Asset Purchase Agreement		Paul G. Allen W. Lance Conn Jo Allen Patton		In February 2002, our subsidiary purchased certain assets of High Speed Access for $78 million, plus the delivery of 37,000 shares of High Speed Access Series D preferred stock and certain warrants. In connection with the transaction, High Speed Access also purchased 38,000 shares of its Series D preferred stock from Vulcan Ventures for approximately $8 million, and all of Vulcan Ventures’ shares of High Speed Access common stock.

134

---

Table of Contents

Transaction		Interested Related Party		Description of Transaction
High Speed Access Corp.		Paul G. Allen		In January 2002, we granted to High Speed Access a royalty free right to use intellectual property purchased by Charter Communications Holding Company, LLC, received approximately $4 million in management fees and approximately $17 million in revenues and paid approximately $2 million under agreements that have terminated.
TechTV Carriage Agreement		Paul G. Allen W. Lance Conn Jo Allen Patton William D. Savoy Larry W. Wangberg		We recorded approximately $9 million, $4 million, $1 million and $5 million from TechTV under the Carriage Agreement in 2001, 2002, 2003 and the nine months ended September 30, 2004, respectively, related to launch incentives as a reduction of programming expense. We paid TechTV approximately $0, $0.2 million, $80,600 and $1 million in 2001, 2002, 2003 and the nine months ended September 30, 2004, respectively.
Oxygen Media Corporation Carriage Agreement		Paul G. Allen W. Lance Conn Jo Allen Patton		We paid Oxygen Media approximately $3 million, $6 million, $9 million and $10 million under a carriage agreement in exchange for programming in 2001, 2002, 2003 and the nine months ended September 30, 2004, respectively.
				We recorded approximately $2 million, $1 million and $1 million in 2002, 2003 and the nine months ended September 30, 2004, respectively, from Oxygen Media related to launch incentives as a reduction of programming expense.
				We hold warrants to purchase 2.4 million shares of Oxygen Media common stock and have the right to receive 1 million shares of Oxygen Preferred Stock to be issued on or prior to February 1, 2005 with a liquidation preference of $33.10 per share. We expect Oxygen Media to deliver these shares by February 15, 2005. We recognized approximately $3 million, $6 million, $9 million and $10 million as a reduction of programming expense in 2001, 2002, 2003 and the nine months ended September 30, 2004, respectively, in recognition of the guaranteed value of the investment.

135

---

Table of Contents

Transaction		Interested Related Party		Description of Transaction
Portland Trail Blazers Carriage Agreement		Paul G. Allen		We paid approximately $1 million for rights to carry the cable broadcast of certain Trail Blazers basketball games in both 2001 and 2002, and approximately $135,200 in 2003 and $73,500 for the nine months ended September 30, 2004.
Action Sports Cable Network Carriage Agreement		Paul G. Allen		We paid approximately $0.4 million and $1 million for rights to carry its programming in 2001 and 2002, respectively.
Click2learn, Inc. Software License Agreement		Paul G. Allen W. Lance Conn Jo Allen Patton		We paid approximately $250,000, $57,100 and $0 under the Software License Agreement in 2002, 2003 and the nine months ended September 30, 2004, respectively.
Digeo, Inc. Broadband Carriage Agreement		Paul G. Allen William D. Savoy Carl E. Vogel		We paid Digeo approximately $0, $3 million, $4 million and $2 million for customized development of the i-channels and the local content tool kit in 2001, 2002, 2003 and the nine months ended September 30, 2004, respectively. We entered into a license agreement in 2004 for the Digeo software that runs DVR units purchased from a third party. In 2004, we executed a purchase agreement for the purchase of up to 70,000 DVR units and a related software license agreement, both subject to satisfaction of certain conditions.
USA Networks/ Home Shopping Network		Paul G. Allen William D. Savoy		For the year ended December 31, 2001, we received approximately $12 million from USA Networks under the affiliation agreement and for commissions from USA Networks for home shopping sales generated by its customers and/or promotion of the Home Shopping Network. For the year ended December 31, 2001, we paid USA Networks approximately $39 million for cable television programming.

136

---

Table of Contents

Transaction		Interested Related Party		Description of Transaction
Viacom Networks		Jonathan L. Dolgen		We are party to certain affiliation agreements with networks of Viacom, pursuant to which Viacom provides Charter with programming for distribution via our cable systems. For the years ended December 31, 2001, 2002 and 2003 and for the nine months ended September 30, 2004, Charter paid Viacom approximately $147 million, $177 million, $188 million and $146 million, respectively, for programming, and Charter recorded as receivables approximately $11 million, $5 million, $5 million and $2 million from Viacom for launch incentives and marketing support for the years ended December 31, 2001, 2002 and 2003 and the nine months ended September 30, 2004, respectively.
ADC Telecommunications Inc.		Larry W. Wangberg		We paid $759,600 and $60,100 and $263,900 to purchase certain access/network equipment in 2002, 2003 and the nine months ended September 30, 2004, respectively.
HDNet and HDNet Movies Network		Mark Cuban		Charter Holdco is party to an agreement to carry two around-the-clock, high-definition networks, HDNet and HDNet Movies. We paid HDNet and HDNet Movies approximately $21,900 in 2003 and $323,900 in the nine months ended September 30, 2004.
Office lease agreement		David L. McCall		We paid $117,600, $117,600, $189,200 and $43,400 in 2001, 2002, 2003 and the nine months ended September 30, 2004, respectively, under an office lease agreement to a partnership controlled by Mr. McCall, a former executive officer who resigned in January 2003.
Construction Services		David L. McCall		In 2001, 2002 and 2003, we paid $571,600, $644,800 and $381,300, respectively, to a construction company controlled by Mr. McCall’s brother and $462,100, $3 million and $373,800, respectively, to a construction company controlled by Mr. McCall’s son.
Lease Arrangements		Marc B. Nathanson		We paid approximately $127,000, $76,000 and $16,600 in 2001, 2002 and 2003, respectively, to companies controlled by Mr. Nathanson under a warehouse lease agreement and in 2001 we paid approximately $204,000 in rent under an office lease agreement and $639,000 to terminate such lease.

137

---

Table of Contents

Transaction		Interested Related Party		Description of Transaction
Carriage fees		David Merritt		We paid approximately $702,000, $1.1 million, $1.1 million and $818,000 in 2001, 2002, 2003 and the nine months ended September 30, 2004 to carry The Outdoor Channel. Mr. Merritt is a director of an affiliate of this channel.
Charter airplane		Howard L. Wood		In 2001, Mr. Wood received a benefit of $118,500 for the cost of two individuals to operate an airplane for a company controlled by Mr. Wood. In addition, Mr. Wood also used Charter’s airplane for occasional personal use in 2001, a benefit valued at $12,500 for the year ended December 31, 2001.
Payment for relatives’ services		Howard L. Wood Jerald R. Kent Carl E. Vogel		In 1999, one of Mr. Wood’s daughters, received a bonus in the form of a three- year promissory note bearing interest at 7% per year. The amount of principal and interest forgiven on this note for the year ended December 31, 2001, was $85,500, and the outstanding balance on the note was forgiven effective as of February 22, 2002. Another daughter of Mr. Wood received approximately $70,200 during the year ended December 31, 2001 for event planning services performed by her company. In 2001, a travel agency owned and operated by Mr. Kent’s mother-in-law received approximately $132,000 for travel arrangements made for Charter by her company. Since June 2003, Mr. Vogel’s brother-in-law has been an employee of Charter Holdco and has received a salary commensurate with his position in the engineering department.

138

---

Table of Contents

Transaction		Interested Related Party		Description of Transaction
Replay TV Joint Venture		Paul G. Allen		Charter Communications Ventures received management fees of $1 million for the year ended December 31, 2001.
Enstar Limited Partnership Systems Purchase and Management Services		Charter officers who were appointed by a Charter subsidiary (as general partner) to serve as officers of Enstar limited partnerships		Certain of our subsidiaries purchased certain assets of the Enstar Limited Partnerships for approximately $63 million. We also earned approximately $2 million, $1 million, $469,300 and $0 in 2001, 2002, 2003, and the nine months ended September 30, 2004, respectively, by providing management services to the Enstar Limited Partnerships.
Indemnification Advances		Directors and current and former officers named in certain legal proceedings		Charter has reimbursed certain of its current and former directors and executive officers a total of approximately $3 million, $8 million and $2.6 million for costs incurred in connection with certain litigation matters in 2002, 2003 and the nine months ended September 30, 2004, respectively.

	Intercompany Management Arrangements

139

---

Table of Contents

	Mutual Services Agreement

	Previous Management Agreement with Charter Investment, Inc.

	Charter Communications Holding Company, LLC Limited Liability Agreement — Taxes

	Vulcan Ventures Channel Access Agreement

140

---

Table of Contents

	Equity Put Rights

141

---

Table of Contents

142

---

Table of Contents

	Previous Funding Commitment of Vulcan Inc.

	Allocation of Business Opportunities with Mr. Allen

143

---

Table of Contents

	Mirror Notes

144

---

Table of Contents

	High Speed Access

145

---

Table of Contents

	TechTV, Inc.

	Oxygen Media Corporation

146

---

Table of Contents

147

---

Table of Contents

	Portland Trail Blazers and Action Sports Cable Network

	Click2learn

	Digeo, Inc.

148

---

Table of Contents

149

---

Table of Contents

	Viacom Networks

	ADC Telecommunications Inc.

	HDNet and HDNet Movies Network

150

---

Table of Contents

	Affiliate Leases and Agreements

	Charter Airplane

	Payments for Relative’s Services

151

---

Table of Contents

	Travel Service

	Replay TV Joint Venture

	Purchase of Certain Enstar Limited Partnership Systems; Management Fees

	Indemnification Advances

152

---

Table of Contents

153

---

Table of Contents

154

---

Table of Contents

	•	an event of default under the Notes occurs and is continuing, and
	•	the trustee or the holders of 25% in aggregate original principal amount of the Notes accelerate the Notes by declaring the accreted principal amount of the Notes to be immediately due and payable (by written consent, at a meeting of Note holders or otherwise), except for the occurrence of an event of default relating to our bankruptcy, insolvency or reorganization, upon which the Notes will be accelerated automatically,

	•	first, to any accrued and unpaid interest on the Notes, and
	•	second, to the extent available, to the repayment of a portion of the principal amount of the Notes.

155

---

Table of Contents

	•	an amount equal to the interest payment due with respect to the third interest payment would be distributed from the pledge account as accrued interest, and
	•	the balance of the proceeds of the pledge account would be distributed as a portion of the principal amount of the Notes.

	General

156

---

Table of Contents

	Cash Settlement Option

157

---

Table of Contents

	Limitation on Beneficial Ownership

	Interest Make Whole Upon Conversion

	Early Conversion Make Whole Amount

158

---

Table of Contents

	1000 - 1.1(CR * OP)

	Redemption Make Whole Amount

	Make Whole Amount and Public Acquirer Change of Control

159

---

Table of Contents

		Stock Price
Effective Date		$2.16				$2.25				$2.50				$3.00				$3.50				$4.00				$4.50				$5.00
November 16, 2004			37.5				32.2				20.2				4.9				0.0				0.0				0.0				0.0
November 16, 2005			54.7				48.2				33.6				14.6				3.5				0.0				0.0				0.0
November 16, 2006			74.2				66.2				48.5				25.4				12.1				4.1				0.0				0.0
November 16, 2007			95.1				85.5				64.0				36.5				20.9				11.7				6.3				3.0
November 16, 2008			85.6				75.0				52.0				24.5				10.7				3.8				0.8				0.0
November 16, 2009			49.7				31.2				0.0				0.0				0.0				0.0				0.0				0.0

	1. if the stock price is between two stock price amounts on the table or the effective date is between two dates on the table, the additional premium will be determined by straight-line interpolation between the number of additional shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365 day year;
	2. if the stock price is in excess of $5.00 per share (subject to adjustment), no additional shares will be issued upon conversion; and
	3. if the stock price is less than $2.16 per share (the last reported sale price of our Class A common stock on the date the Notes were priced) (subject to adjustment), no additional shares will be issued upon conversion.

160

---

Table of Contents

	•	the conversion rate in effect immediately prior to the effective date of such change of control, times
	•	the average of the quotients obtained, for each trading day in the 10 consecutive trading day period commencing on the trading day next succeeding the effective date of such public acquirer change of control (the “valuation period”), of:

	(i) the “acquisition value” of our Class A common stock on each such trading day in the valuation period, divided by
	(ii) the closing sale price of the acquirer common stock on each such trading day in the valuation period.

	•	for any cash, 100% of the face amount of such cash,
	•	for any acquirer common stock or any other securities that are traded on a U.S. national securities exchange or approved for quotation on the Nasdaq National Market, 100% of the closing sale price of such acquirer common stock or other traded securities on each such trading day; and
	•	for any other securities, assets or property, 102% of the fair market value of such security, asset or property on each such trading day, as determined by two independent nationally recognized investment banks selected by the trustee for this purpose.

	Conversion Rate Adjustments

	(1) the issuance of our Class A common stock as a dividend or distribution on our Class A common stock, or certain subdivisions and combinations of our Class A common stock, in which event the conversion rate will be adjusted based on the following formula:

CR1  = CR		× 0		OS 1   OS 0

161

---

Table of Contents

CR		0 =		the conversion rate in effect at the close of business on the record date
CR 1		=		the conversion rate in effect immediately after the record date
OS		0 =		the number of shares of our Class A common stock outstanding at the close of business on the record date
OS 1		=		the number of shares of our Class A common stock that would be outstanding immediately after such event

(2) the issuance to all holders of our Class A common stock of certain rights or warrants to purchase our Class A common stock (or securities convertible into our Class A common stock) for a period expiring 45 days or less from the date of issuance of such rights or warrants at less than (or having a conversion price per share less than) the current market price of our Class A common stock; provided that the conversion rate will be readjusted to the extent that such rights or warrants are not exercised prior to the expiration, in which event the conversion rate will be adjusted based on the following formula:

CR1  = CR		× 0		OS 0  + X -------- OS 0  + Y

CR		0 =		the conversion rate in effect at the close of business on the record date
CR 1		=		the conversion rate in effect immediately after the record date
OS		0 =		the number of shares of our Class A common stock outstanding at the close of business on the record date
X		=		the total number of shares of our Class A common stock issuable pursuant to such rights
Y		=		the number of shares of our Class A common stock equal to the aggregate price payable to exercise such rights divided by the average of the sale prices of our Class A common stock for the ten consecutive trading days prior to the business day immediately preceding the announcement of the issuance of such rights

(3) the dividend or other distribution to all holders of our Class A common stock of shares of our capital stock (other than Class A common stock) or evidences of our indebtedness or our assets (excluding (A) any dividend, distribution or issuance covered by clause (1) or (2) above and (B) any dividend or distribution paid exclusively in cash), in which event the conversion rate will be adjusted based on the following formula:

CR1  = CR		× 0		SP 0   SP 0  - FMV

CR		0 =		the conversion rate in effect at the close of business on the record date
CR 1		=		the conversion rate in effect immediately after the record date
SP		0 =		the current market price
FMV		=		the fair market value (as determined by our board of directors) of the shares of capital stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of our Class A common stock on the record date for such distribution

162

---

Table of Contents

	With respect to an adjustment pursuant to this clause (3) where there has been a payment of a dividend or other distribution on our Class A common stock or shares of capital stock of, or similar equity interests in, a subsidiary or other business unit of ours, in which event the conversion rate will be adjusted based on the following formula:

CR1  = CR		× 0		FMV 0  + MP 0   MP 0

CR 0		=		the conversion rate in effect at the close of business on the record date
CR 1		=		the conversion rate in effect immediately after the record date
FMV		0 =		the average of the sale prices of the capital stock or similar equity interest distributed to holders of our Class A common stock applicable to one share of our Class A common stock over the 10 trading days commencing on and including the fifth trading day after the date on which “ex-distribution trading” commences for such dividend or distribution on the Nasdaq National Market or such other national or regional exchange or market on which the securities are then listed or quoted
MP 0		=		the average of the sale prices of our Class A common stock over the 10 trading days commencing on and including the fifth trading day after the date on which “ex-distribution trading” commences for such dividend or distribution on the Nasdaq National Market or such other national or regional exchange or market on which the securities are then listed or quoted

	(4) dividends or other distributions consisting exclusively of cash to all holders of our Class A common stock, in which event the conversion rate will be adjusted based on the following formula:

CR1  = CR		× 0		SP 0   SP 0  - C

CR		0 =		the conversion rate in effect at the close of business on the record date
CR 1		=		the conversion rate in effect immediately after the record date
SP		0 =		the current market price
C		=		the amount in cash per share we distribute to holders of our Class A common stock

(5) we or one or more of our subsidiaries make purchases of our Class A common stock pursuant to a tender offer or exchange offer by us or one of our subsidiaries for our Class A common stock to the extent that the cash and value of any other consideration included in the payment per share of our Class A common stock exceeds the current market price per share of our Class A common stock on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), in which event the conversion rate will be adjusted based on the following formula:

CR1  = C		× R 0		FMV + (SP1 × OS1) --------------------- OS 0 × SP1

163

---

Table of Contents

CR		0 =		the conversion rate in effect on the expiration date
CR 1		=		the conversion rate in effect immediately after the expiration date
FMV		=		the fair market value (as determined by our board of directors) of the aggregate value of all cash and any other consideration paid or payable for shares validly tendered or exchanged and not withdrawn as of the expiration date (the “purchased shares”)
OS 1		=		the number of shares of our Class A common stock outstanding immediately after the expiration date less any purchased shares
OS		0 =		the number of shares of our Class A common stock outstanding immediately after the expiration date, including any purchased shares
SP 1		=		the sale price of our Class A common stock on the trading day next succeeding the expiration date

	(6) someone other than us or one of our subsidiaries makes a payment in respect of a tender offer or exchange offer in which, as of the expiration date, our board of directors is not recommending rejection of the offer, in which event the conversion rate will be adjusted based on the following formula:

CR1  = C		× R 0		FMV + (SP1 × OS1) --------------------- OS 0 × SP1

CR		0 =		the conversion rate in effect on the expiration date
CR 1		=		the conversion rate in effect immediately after the expiration date
FMV		=		the fair market value (as determined by our board of directors) of the aggregate consideration payable to our shareholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the expiration date
OS 1		=		the number of shares of our Class A common stock outstanding immediately after the expiration date less any purchased shares
OS		0 =		the number of shares of our Class A common stock outstanding immediately after the expiration date, including any purchased shares
SP 1		=		the sale price of our Class A common stock on the trading day next succeeding the expiration date

	The adjustment referred to in this clause (6) will only be made if:

	•	the tender offer or exchange offer is for an amount that increases the offeror’s ownership of Class A common stock to more than 25% of the total shares of Class A common stock outstanding; and
	•	the cash and value of any other consideration included in the payment per share of Class A common stock exceeds the sale price of our Class A common stock on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to the tender or exchange offer.

	However, the adjustment referred to in this clause (6) will generally not be made if as of the closing of the offer, the offering documents disclose a plan or an intention to cause us to engage in a consolidation or merger or a sale of the consolidated assets of us and our subsidiaries substantially as an entirety.

164

---

Table of Contents

165

---

Table of Contents

166

---

Table of Contents

	•	the original principal amount of the withdrawn Notes;
	•	if certificated Notes have been issued, the certificate number of the withdrawn Notes (or, if your Notes are not certificated, your withdrawal notice must comply with appropriate DTC procedures); and
	•	the original principal amount, if any, that remains subject to the repurchase notice.

	•	the Note will cease to be outstanding;
	•	interest will cease to accrue; and
	•	all other rights of the holder will terminate, other than the right to receive the repurchase price upon delivery of the Note.

167

---

Table of Contents

	(1) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” or “group” within the meaning of Section 13(d) of the Exchange Act other than Paul G. Allen and Related Parties, becomes the direct or indirect “beneficial owner” as defined in Rule 13d-3 under the Exchange Act of more than 35% of the Voting Stock of Charter Communications, Inc., measured by voting power rather than number of shares, unless Mr. Allen and the Related Parties, collectively, beneficially own, directly or indirectly, a greater percentage of Voting Stock of Charter Communications, Inc., measured by voting power rather than number of shares, than such person;
	(2) the consummation of any transaction or event (whether by means of a liquidation, share exchange, tender offer, consolidation, recapitalization, reclassification, merger of us or any sale, lease or other transfer of the consolidated assets of ours and our subsidiaries) or a series of related transactions or events pursuant to which our common stock is exchanged for, converted into or constitutes solely the right to receive cash, securities or other property more than 10% of the fair market value of which consists of cash, securities or other property that are not, or upon issuance will not be, traded on any U.S. national securities exchange or quoted on the Nasdaq National Market;
	(3) the sale, transfer, conveyance, lease or other disposition (including by way of liquidation or dissolution, but excluding by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Charter Communications, Inc. and its subsidiaries, taken as a whole, to any “person” or “group” as defined above;
	(4) the purchase by Mr. Allen or any Allen Affiliates in any transaction or series of transactions, of shares of our Class A common stock, which results in the aggregate number of shares of Class A common stock held by Mr. Allen and any Allen Affiliates exceeding 70% of the total number of shares of Class A common stock issued and outstanding (including any shares borrowed pursuant to the share lending agreement) at such time to the extent that the closing price per share of the Class A common stock for any five trading days within the period of the ten consecutive trading days immediately after the later of the last date of such purchases or the public announcement of such purchases is less than 100% of the applicable conversion price of the Notes in effect on each of those trading days; provided that the calculation of the number of shares of Class A common stock held by Mr. Allen and any Allen Affiliates will not include any share of our Class A common stock acquired by Mr. Allen or any Allen Affiliates as a result of the exchange or conversion of membership units of Charter Holdco or shares of our Class B common stock or any securities exchangeable or convertible into shares of Class A common stock or issued in exchange (by merger or otherwise) for shares of a Person that holds units of Charter Holdco.
	(5) the adoption of a plan relating to the liquidation or dissolution of Charter Holdco; or
	(6) continuing directors (as defined below in this section) cease to constitute at least a majority of our board of directors.

168

---

Table of Contents

	(i) the spouse or an immediate family member, estate or heir of the Mr. Allen; or
	(ii) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or persons beneficially holding an 80% or more controlling interest of which consist of Mr. Allen and/or such other persons referred to in the immediately preceding clause (i) or this clause (ii).

169

---

Table of Contents

	•	the surviving entity assumes all our obligations under the indenture and the Notes;
	•	if as a result of such transaction the Notes become convertible into common stock or other securities issued by a third party that is not the successor under the Notes and the indenture, such third party fully and unconditionally guarantees all obligations of Charter Communications, Inc. or such successor under the Notes and the indenture;
	•	at the time of such transaction, no event of default, and no event which, after notice or lapse of time, would become an event of default, shall have happened and be continuing; and
	•	an officers’ certificate and an opinion of counsel, each stating that the consolidation, merger or transfer complies with the provisions of the indenture, have been delivered to the trustee.

	•	our failure to pay when due the principal on any of the Notes at maturity, upon redemption or exercise of a repurchase right or otherwise;
	•	our failure to pay an installment of interest (including liquidated damages, if any) other than any deferred interest on any of the Notes for 30 days after the date when due; provided that a failure to make any of the first six scheduled interest payments on the original principal amount of the Notes on the applicable interest payment date will constitute an event of default with no grace or cure period (unless the failure to make such payment results from the failure by the trustee to release the relevant cash amount from the pledge account, provided that such failure is not caused by any act or omission by us);
	•	our failure to deliver shares of our Class A common stock, or cash in lieu thereof, when due upon conversion of Notes, together with cash in respect of any fractional shares and any Early

170

---

Table of Contents

		Conversion Make Whole Amount and any Redemption Make Whole Amount, upon conversion of a Note, and that failure continues for 10 days;
	•	our failure to comply with our obligations described under “— Covenant” when required and such failure continues for five days;
	•	our failure for 30 days after written notice thereof has been given to us by the trustee or to us and the trustee by the holders of at least 25% in aggregate original principal amount of the Notes then outstanding to comply with any of the other covenants or agreements in the indenture;
	•	our failure to make any payment under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by us or any of our significant subsidiaries (or the payment of which is guaranteed by us or any of our significant subsidiaries) whether such indebtedness or guarantee now exists, or is created after the issue date, if that default:

	(i) is caused by a failure to pay at final stated maturity the principal amount on such indebtedness prior to the expiration of the grace period provided in such indebtedness on the date of such default (a “Payment Default”); or
	(ii) results in the acceleration of such indebtedness prior to its express maturity,

	and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 million or more;

	•	our failure to give timely notice of a fundamental change or of the anticipated effective date of a change of control transaction as described under “— Conversion Rights — Make Whole Amount and Public Acquirer Change of Control”; and
	•	certain events of our bankruptcy, insolvency or reorganization or any significant subsidiary of ours.

	•	in any payment on the Notes;
	•	in respect of the failure to convert the Notes; or
	•	in respect of the covenants or provisions in the indenture that may not be modified or amended without the consent of the holder of each Note affected as described in “— Modification, Waiver and Meetings” below.

171

---

Table of Contents

	•	adding to our covenants for the benefit of the holders of Notes;
	•	adding additional dates on which holders may require us to repurchase their Notes;
	•	surrendering any right or power conferred upon us;
	•	providing for conversion rights of holders of Notes if any reclassification or change of our Class A common stock or any consolidation, merger or sale of the consolidated assets of us and our subsidiaries substantially as an entirety occurs;
	•	providing for the assumption of our obligations to the holders of Notes in the case of a merger, consolidation, conveyance, sale, transfer or lease;
	•	increasing the conversion rate in the manner described in the indenture, provided that the increase will not adversely affect the interests of holders of Notes in any material respect;
	•	complying with the requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939, as amended;
	•	making any changes or modifications to the indenture necessary in connection with the registration of the Notes under the Securities Act, as contemplated by the registration rights agreement, provided that this action does not adversely affect the interests of the holders of the Notes in any material respect;
	•	curing any ambiguity or correcting or supplementing any defective provision contained in the indenture; provided that such modification or amendment does not, in the good faith opinion of our board of directors, adversely affect the interests of the holders of Notes in any material respect; provided further that any amendment made solely to conform the provisions of the indenture to the

172

---

Table of Contents

		description of the Notes in this prospectus will not be deemed to adversely affect the interests of the holders of the Notes; or
	•	adding or modifying any other provisions which we and the trustee may deem necessary or desirable and which will not adversely affect the interests of the holders of Notes.

	•	with the written consent of the holders of at least a majority in aggregate original principal amount of the Notes at the time outstanding; or
	•	by the adoption of a resolution at a meeting of holders at which a quorum is present by at least a majority in aggregate original principal amount of the Notes represented at such meeting.

	•	change the maturity of the principal of or any installment of interest on any Note (including any payment of liquidated damages);
	•	reduce the principal amount of, or any premium, if any, on any Note;
	•	reduce the interest rate or amount of interest (including any liquidated damages) on any Note;
	•	reduce the Early Conversion Make Whole Amount or the Redemption Make Whole Amount or otherwise modify the provisions of the indenture related thereto in a manner adverse to the holders of the Notes;
	•	modify the provisions of the indenture relating to the Pledged Securities as described above under “— Security” in a manner adverse to the holders of the Notes;
	•	other than as contemplated by the terms of the indenture, change the currency of payment of principal of, premium, if any, or interest on any Note;
	•	impair the right to institute suit for the enforcement of any payment on or with respect to, or the conversion of, any Note;
	•	except as otherwise permitted or contemplated by provisions of the indenture concerning specified reclassifications or corporate reorganizations, impair or adversely affect the conversion rights of holders of the Notes;
	•	adversely affect any repurchase option of holders;
	•	modify the redemption provisions of the indenture in a manner adverse to the holders of Notes;
	•	reduce the percentage in aggregate original principal amount of Notes outstanding necessary to modify or amend the indenture or to waive any past default; or
	•	reduce the percentage in aggregate original principal amount of Notes outstanding required for any other waiver under the indenture.

173

---

Table of Contents

174

---

Table of Contents

175

---

Table of Contents

	•	file such shelf registration statement with the SEC within 30 days after the earliest date of original issuance of any of the Notes;
	•	cause such registration statement to become effective as promptly as is practicable, but in no event later than 150 days after the earliest date of original issuance of any of the Notes; and
	•	keep the registration statement effective for a period (the “registration period”) from the date such registration statement is declared effective by the SEC until such date that is the earlier of (1) the date as of which all the Notes or the Class A common stock issuable upon conversion of the Notes have been sold either under Rule 144 under the Securities Act (or any similar provision then in force) or pursuant to the shelf registration statement; (2) the date as of which all the Notes or the Class A common stock issuable upon conversion of the Notes held by non-affiliates are eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act or any successor provision; and (3) the date on which there are no outstanding registrable securities.

	•	on the 30th day following the earliest date of original issuance of any of the Notes, the shelf registration statement has not been filed with the SEC; or
	•	on the 150th day following the earliest date of original issuance of any of the Notes, the shelf registration statement is not declared effective; or
	•	prior to or on the 45th, 60th or 90th day, as the case may be, of any period that the prospectus has been suspended as described in the preceding paragraph (in each case except as the result of filing of a post-effective amendment solely to add additional selling securityholders), such suspension has not been terminated

176

---

Table of Contents

	•	0.25% per annum of the accreted principal amount for the first 90 days following such registration default; and
	•	0.50% per annum of the accreted principal amount after the first 90 days following such registration default.

177

---

Table of Contents

	•	borrower may terminate all or any portion of a loan at any time;
	•	we may terminate any or all of the outstanding loans upon a default by borrower under the share lending agreement, including a breach by borrower of any of its representations and warranties, covenants or agreements under the share lending agreement or the bankruptcy of borrower, and
	•	all loans will terminate on November 16, 2009, the termination date for the share lending agreement or, if sooner, any date as of which all of the notes have been converted, repaid or redeemed.

	•	to pay to us an amount equal to any cash dividends that we pay on the borrowed shares, and
	•	to pay or deliver to us any other distribution, in liquidation or otherwise, that we make on the borrowed shares.

178

---

Table of Contents

179

---

Table of Contents

			Actual
			September 30,								Pro Forma												Start date for
			2004								September 30, 2004												cash interest
																			Interest				payment on
			Face				Accreted				Face				Accreted				payment				discount				Maturity
			value				value(a)				value				value				dates				notes				date(b)
Charter Communications, Inc.:
	5.750% convertible senior notes due 2005		$	588			$	588			$	—			$	—				4/15 & 10/15								10/15/05
	4.750% convertible senior notes due 2006			156				156				156				156				12/1 & 6/1								6/1/06
	5.875% convertible senior notes due 2009			—				—				863				832				5/16 & 11/16								11/16/09
Charter Holdings:
	8.250% senior notes due 2007			451				451				451				451				4/1 & 10/1								4/1/07
	8.625% senior notes due 2009			1,244				1,242				1,244				1,242				4/1 & 10/1								4/1/09
	9.920% senior discount notes due 2011			1,108				1,108				1,108				1,108				4/1 & 10/1				10/1/04				4/1/11
	10.000% senior notes due 2009			640				640				640				640				4/1 & 10/1								4/1/09
	10.250% senior notes due 2010			318				318				318				318				1/15 & 7/15								1/15/10
	11.750% senior discount notes due 2010			450				435				450				435				1/15 & 7/15				7/15/05				1/15/10
	10.750% senior notes due 2009			874				874				874				874				4/1 & 10/1								10/1/09
	11.125% senior notes due 2011			500				500				500				500				1/15 & 7/15								1/15/11
	13.500% senior discount notes due 2011			675				571				675				571				1/15 & 7/15				7/15/06				1/15/11
	9.625% senior notes due 2009			640				638				640				638				5/15 & 11/15								11/15/09
	10.000% senior notes due 2011			710				708				710				708				5/15 & 11/15								5/15/11
	11.750% senior discount notes due 2011			939				780				939				780				5/15 & 11/15				11/15/06				5/15/11
	12.125% senior discount notes due 2012			330				252				330				252				1/15 & 7/15				7/15/07				1/15/12
CCH II:
	10.250% senior notes due 2010			1,601				1,601				1,601				1,601				3/15 & 9/15								9/15/10
CCO Holdings:
	8.750% senior notes due 2013			500				500				500				500				5/15 & 11/15								11/15/13
	Senior floating rate notes due 2010			—				—				550				550			3/15, 6/15, 9/15 & 12/15									12/15/10
Charter Operating:
	8% senior second lien notes due 2012			1,100				1,100				1,100				1,100				4/30 & 10/30								4/30/12
	83/8% senior second lien notes due 2014			400				400				400				400				4/30 & 10/30								4/30/14
Renaissance:
	10.000% senior discount notes due 2008			114				116				114				116				4/15 & 10/15				10/15/03				4/15/08
CC V Holdings:
	11.875% senior discount notes due 2008			113				113				113				113				6/1 & 12/1				6/1/04				12/1/08
Credit Facilities
	Charter Operating			5,393				5,393				4,993				4,993
			$	18,844			$	18,484			$	19,269			$	18,878

(a)		The accreted value presented above represents the face value of the notes less the original issue discount at the time of sale plus the accretion to the balance sheet date.
(b)		In general, the obligors have the right to redeem all of the notes set forth in the above table (except with respect to the 5.875% convertible senior notes due 2009 and the Charter Holdings notes with terms of eight years) in whole or part at their option, beginning at various times prior to their stated maturity dates, subject to certain conditions, upon the payment of the outstanding principal amount (plus a specified redemption premium) and all accrued and unpaid interest. We redeemed the remaining 5.75% convertible senior notes due 2005 on December 23, 2004. While we are required to redeem the CC V Holdings notes under the circumstances described in “— Outstanding Notes — CC V Holdings, LLC Notes” and “Charter Communications Operating, LLC Notes,” we are not required to redeem any of the other notes described above prior to their stated maturity dates. For additional information, see Note 9 to our consolidated financial statements as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003 included elsewhere in this prospectus.

180

---

Table of Contents

	Amended and Restated Charter Operating Credit Facilities — General

	•	increase the availability thereunder from $5.1 billion to $6.5 billion; and
	•	provide for two term facilities:

	(i) a Term A facility with a total principal amount of $2.0 billion, of which 12.5% matures in 2007, 30% matures in 2008, 37.5% matures in 2009 and 20% matures in 2010; and
	(ii) a Term B facility with a total principal amount of $3.0 billion, which shall be repayable in 27 equal quarterly installments aggregating in each loan year to 1% of the original amount of the Term B facility, with the remaining balance due at final maturity in 2011; and

	•	provide for a revolving credit facility, in a total amount of $1.5 billion, with a maturity date in 2010.

181

---

Table of Contents

	Amended and Restated Charter Operating Credit Facilities — Restrictive Covenants

	(i) the failure to make payments when due or within the applicable grace period,
	(ii) the failure to comply with specified covenants, including but not limited to a covenant to deliver audited financial statements with an unqualified opinion from our independent auditors,

182

---

Table of Contents

	(iii) the failure to pay or the occurrence of events that cause or permit the acceleration of other indebtedness owing by CCO Holdings, Charter Operating or Charter Operating’s subsidiaries in amounts in excess of $50 million in aggregate principal amount,
	(iv) the failure to pay or the occurrence of events that result in the acceleration of other indebtedness owing by certain of CCO Holdings’ direct and indirect parent companies in amounts in excess of $200 million in aggregate principal amount,
	(v) Paul Allen and/or certain of his family members and/or their exclusively owned entities (collectively, the “Paul Allen Group”) ceasing to have the power, directly or indirectly, to vote at least 35% of the ordinary voting power of Charter Operating,
	(vi) the consummation of any transaction resulting in any person or group (other than the Paul Allen Group) having power, directly or indirectly, to vote more than 35% of the ordinary voting power of Charter Operating, unless the Paul Allen Group holds a greater share of ordinary voting power of Charter Operating,
	(vii) certain of Charter Operating’s indirect or direct parent companies having indebtedness in excess of $500 million aggregate principal amount which remains undefeased three months prior to the final maturity of such indebtedness, and
	(viii) Charter Operating ceasing to be a wholly-owned direct subsidiary of CCO Holdings, except in certain very limited circumstances.

	Charter Communications, Inc. Notes

	Charter 5.875% Convertible Senior Notes due 2009

	5.75% Convertible Senior Notes due 2005

	4.75% Convertible Senior Notes due 2006

183

---

Table of Contents

	Charter Communications Holdings, LLC Notes

	March 1999 Charter Holdings Notes

	January 2000 Charter Holdings Notes

184

---

Table of Contents

	January 2001 Charter Holdings Notes

185

---

Table of Contents

	May 2001 Charter Holdings Notes

	January 2002 Charter Holdings Notes

186

---

Table of Contents

	Summary of Restrictive Covenants Under the Charter Holdings High-Yield Note Indentures

	•	up to $3.5 billion of debt under credit facilities,
	•	up to $75 million of debt incurred to finance the purchase or capital lease of new assets,
	•	up to $300 million of additional debt for any purpose,
	•	additional debt in an amount equal to 200% of new cash equity proceeds received by Charter Holdings and its restricted subsidiaries since March 1999, the date of our first indenture, and not allocated for restricted payments or permitted investments, and
	•	other items of indebtedness for specific purposes such as intercompany debt, refinancing of existing debt, and interest rate swaps to provide protection against fluctuation in interest rates.

187

---

Table of Contents

	•	Charter Holdings and its restricted subsidiaries are generally permitted to pay dividends on equity interests, repurchase interests, or make other specified restricted payments only if, after giving pro forma effect to the transaction, the Charter Holdings Leverage Ratio would be below 8.75 to 1.0 and if no default exists or would exist as a consequence of such incurrence. If those conditions are met, restricted payments in a total amount of up to 100% of Charter Holdings’ consolidated EBITDA, as defined, minus 1.2 times its consolidated interest expense, plus 100% of new cash and non-cash equity proceeds received by Charter Holdings and not allocated to the debt incurrence covenant or to permitted investments, all cumulatively from March 1999, the date of the first Charter Holdings indenture, plus $100 million.

	•	to repurchase management equity interests in amounts not to exceed $10 million per fiscal year,
	•	regardless of the existence of any default, to pay pass-through tax liabilities in respect of ownership of equity interests in Charter Holdings or its restricted subsidiaries, or
	•	to make other specified restricted payments including merger fees up to 1.25% of the transaction value, repurchases using concurrent new issuances, and certain dividends on existing subsidiary preferred equity interests.

	•	investments by Charter Holdings in restricted subsidiaries or by restricted subsidiaries in Charter Holdings,
	•	investments in productive assets (including through equity investments) aggregating up to $150 million since March 1999,
	•	investments aggregating up to 100% of new cash equity proceeds received by Charter Holdings since March 1999 and not allocated to the debt incurrence or restricted payments covenant, and
	•	other investments aggregating up to $50 million since March 1999.

188

---

Table of Contents

	CCH II, LLC Notes

189

---

Table of Contents

	•	up to $9.75 billion of debt under credit facilities, including debt under credit facilities outstanding on the issue date of the CCH II notes,
	•	up to $75 million of debt incurred to finance the purchase or capital lease of new assets,
	•	up to $300 million of additional debt for any purpose, and
	•	other items of indebtedness for specific purposes such as intercompany debt, refinancing of existing debt, and interest rate swaps to provide protection against fluctuation in interest rates.

	•	to repurchase management equity interests in amounts not to exceed $10 million per fiscal year;
	•	regardless of the existence of any default, to pay pass-through tax liabilities in respect of ownership of equity interests in CCH II or its restricted subsidiaries;
	•	regardless of the existence of any default, to pay interest when due on Charter Holdings notes, to pay, so long as there is no default, interest on the convertible senior notes (including the notes) of Charter, to purchase, redeem or refinance, so long as CCH II could incur $1.00 of indebtedness under the 5.5 to 1.0 leverage ratio test referred to above and there is no default, Charter Holdings

190

---

Table of Contents

		notes, Charter notes, and other direct or indirect parent company notes (including the CCH II notes);
	•	to make distributions in connection with the private exchanges pursuant to which the CCH II notes were issued; and
	•	other specified restricted payments including merger fees up to 1.25% of the transaction value, repurchases using concurrent new issuances, and certain dividends on existing subsidiary preferred equity interests.

	•	investments by CCH II and its restricted subsidiaries in CCH II and in other restricted subsidiaries, or entities that become restricted subsidiaries as a result of the investment;
	•	investments aggregating up to 100% of new cash equity proceeds received by CCH II since September 23, 2003 to the extent the proceeds have not been allocated to the restricted payments covenant described above;
	•	investments resulting from the private exchanges pursuant to which the CCH II notes were issued;
	•	other investments up to $750 million outstanding at any time; and
	•	certain specified additional investments, such as investments in customers and suppliers in the ordinary course of business and investments received in connection with permitted asset sales.

	CCO Holdings, LLC Notes

	83/4% Senior Notes due 2013

	Senior Floating Rate Notes Due 2010

191

---

Table of Contents

	Additional terms of the CCO Holdings Senior Notes and Senior Floating Rate Notes

	•	up to $9.75 billion of debt under credit facilities, including debt under credit facilities outstanding on the issue date of the CCO Holdings senior notes;
	•	up to $75 million of debt incurred to finance the purchase or capital lease of new assets;
	•	up to $300 million of additional debt for any purpose; and
	•	other items of indebtedness for specific purposes such as intercompany debt, refinancing of existing debt, and interest rate swaps to provide protection against fluctuation in interest rates.

192

---

Table of Contents

	•	CCO Holdings and its restricted subsidiaries are permitted to pay dividends on equity interests, repurchase interests, or make other specified restricted payments only if CCO Holdings can incur $1.00 of new debt under the leverage ratio test, which requires that CCO Holdings meet a 4.5 to 1.0 leverage ratio after giving effect to the transaction, and if no default exists or would exist as a consequence of such incurrence. If those conditions are met, restricted payments are permitted in a total amount of up to 100% of CCO Holdings’ consolidated EBITDA, as defined, minus 1.3 times its consolidated interest expense, plus 100% of new cash and appraised non-cash equity proceeds received by CCO Holdings and not allocated to the debt incurrence covenant, all cumulatively from the fiscal quarter commenced on October 1, 2003, plus $100 million.

	•	to repurchase management equity interests in amounts not to exceed $10 million per fiscal year;
	•	to pay, regardless of the existence of any default, pass-through tax liabilities in respect of ownership of equity interests in Charter Holdings or its restricted subsidiaries;
	•	to pay, regardless of the existence of any default, interest when due on Charter Holdings notes and our notes;
	•	to pay, so long as there is no default, interest on the Charter convertible notes;
	•	to purchase, redeem or refinance Charter Holdings notes, our notes, Charter notes, and other direct or indirect parent company notes, so long as CCO Holdings could incur $1.00 of indebtedness under the 4.5 to 1.0 leverage ratio test referred to above and there is no default; or
	•	to make other specified restricted payments including merger fees up to 1.25% of the transaction value, repurchases using concurrent new issuances, and certain dividends on existing subsidiary preferred equity interests.

	•	investments by CCO Holdings and its restricted subsidiaries in CCO Holdings and in other restricted subsidiaries, or entities that become restricted subsidiaries as a result of the investment,
	•	investments aggregating up to 100% of new cash equity proceeds received by CCO Holdings since November 10, 2003 to the extent the proceeds have not been allocated to the restricted payments covenant described above,
	•	other investments up to $750 million outstanding at any time, and
	•	certain specified additional investments, such as investments in customers and suppliers in the ordinary course of business and investments received in connection with permitted asset sales.

193

---

Table of Contents

	Charter Communications Operating, LLC Notes

194

---

Table of Contents

	•	a senior obligation of such guarantor;
	•	structurally senior to the outstanding senior notes of CCO Holdings and CCO Holdings Capital Corp. (except in the case of CCO Holdings’ note guarantee, which is structurally pari passu with such senior notes), the outstanding senior notes of CCH II and CCH II Capital Corp., the outstanding senior notes and senior discount notes of Charter Holdings and the outstanding convertible senior notes of Charter (but subject to provisions in the Charter Operating indenture that permit interest and, subject to meeting the 4.25 to 1.0 leverage ratio test, principal payments to be made thereon); and
	•	senior in right of payment to any future subordinated indebtedness of such guarantor.

	•	up to $6.5 billion of debt under credit facilities (but such incurrence is permitted only by Charter Operating and its restricted subsidiaries that are guarantors of the Charter Operating notes, so long as there are such guarantors), including debt under credit facilities outstanding on the issue date of the Charter Operating notes;
	•	up to $75 million of debt incurred to finance the purchase or capital lease of assets;
	•	up to $300 million of additional debt for any purpose, and
	•	other items of indebtedness for specific purposes such as refinancing of existing debt and interest rate swaps to provide protection against fluctuation in interest rates and, subject to meeting the leverage ratio test, debt existing at the time of acquisition of a restricted subsidiary.

195

---

Table of Contents

	•	to repurchase management equity interests in amounts not to exceed $10 million per fiscal year;
	•	regardless of the existence of any default, to pay pass-through tax liabilities in respect of ownership of equity interests in Charter Operating or its restricted subsidiaries;
	•	to pay, regardless of the existence of any default, interest when due on the Charter Holdings notes, the CCO Holdings notes, and our notes;
	•	to pay, so long as there is no default, interest on the Charter convertible notes;
	•	to purchase, redeem or refinance the Charter Holdings notes, our notes, the CCO Holdings notes, the Charter notes, and other direct or indirect parent company notes, so long as Charter Operating could incur $1.00 of indebtedness under the 4.25 to 1.0 leverage ratio test referred to above and there is no default, or
	•	to make other specified restricted payments including merger fees up to 1.25% of the transaction value, repurchases using concurrent new issuances, and certain dividends on existing subsidiary preferred equity interests.

	•	investments by Charter Operating and its restricted subsidiaries in Charter Operating and in other restricted subsidiaries, or entities that become restricted subsidiaries as a result of the investment,
	•	investments aggregating up to 100% of new cash equity proceeds received by Charter Operating since April 27, 2004 to the extent the proceeds have not been allocated to the restricted payments covenant described above,
	•	other investments up to $750 million outstanding at any time, and
	•	certain specified additional investments, such as investments in customers and suppliers in the ordinary course of business and investments received in connection with permitted asset sales.

196

---

Table of Contents

197

---

Table of Contents

	•	all of the capital stock of all of Charter Operating’s direct subsidiaries, including, but not limited to, CCO NR Holdings, LLC; and
	•	all intercompany obligations owing to Charter Operating including, but not limited to, intercompany notes from CC VI Operating, CC VIII Operating and Falcon, which notes are supported by the same guarantees and collateral that supported these subsidiaries’ credit facilities prior to the amendment and restatement of the Charter Operating credit facilities.

	•	with certain exceptions, all capital stock (limited in the case of capital stock of foreign subsidiaries, if any, to 66% of the capital stock of first tier foreign Subsidiaries) held by Charter Operating or any guarantor; and
	•	with certain exceptions, all intercompany obligations owing to Charter Operating or any guarantor.

	CC V Holdings, LLC Notes

198

---

Table of Contents

	•	accrues at the rate of 11.875% per year on the principal amount at maturity; and
	•	is payable semi-annually in arrears on June 1 and December 1 of each year, commencing June 1, 2004.

	•	if, after giving effect to the incurrence, the CC V Issuers could meet a leverage ratio (ratio of consolidated debt to four times consolidated cash flow from the most recent quarter) of 6.5 to 1.0, and, regardless of whether the leverage ratio could be met,
	•	up to approximately $346 million of debt under a credit facility,
	•	up to $10 million of debt incurred to finance the purchase of new assets,
	•	up to $15 million of additional debt, and
	•	other items of indebtedness for specific purposes such as intercompany debt, refinancing of existing debt and interest rate swaps to provide protection against fluctuation in interest rates.

199

---

Table of Contents

	•	Under the indenture governing the CC V Holdings notes, the CC V Issuers and their restricted subsidiaries are permitted to pay dividends on equity interests, repurchase interests, make restricted investments, or make other specified restricted payments only if CC V Holdings could, after giving effect thereto, incur $1.00 of additional debt under the leverage ratio test, which would require that the CC V Issuers meet the 6.5 to 1.0 leverage ratio of the indebtedness covenant and no default would exist or result as a consequence thereof. If those conditions are met, the CC V Issuers and their restricted subsidiaries are permitted to make restricted payments in a total amount not to exceed the result of 100% of the CC V Issuers’ consolidated cash flow, minus 1.4 times their consolidated interest expense, plus 100% of new equity proceeds received by the CC V Issuers, plus returns on certain investments, all cumulatively from January 1, 1999. The CC V Issuers and their restricted subsidiaries may make permitted investments up to $10 million and other specified permitted investments, restricted payments up to $5 million, and other specified restricted payments without meeting the foregoing test.
	•	The CC V Issuers and their restricted subsidiaries are not permitted to grant liens on their assets other than specified permitted liens. Permitted liens include liens securing debt permitted by the covenant limiting incurrence of debt, liens securing amounts up to the greater of $15 million or 5% of total assets, certain existing liens and specified liens incurred in the ordinary course of business.
	•	The CC V Issuers are generally not permitted to sell or otherwise dispose of all or substantially all of their assets or merge with or into other companies unless the CC V Issuers and their subsidiaries could incur $1.00 of additional debt under the leverage ratio test described above, after giving effect to the transaction.
	•	The CC V Issuers and their subsidiaries may generally not otherwise sell assets or, in the case of restricted subsidiaries, equity interests, unless they receive consideration at least equal to the fair market value of the assets or equity interests, with at least 75% of the consideration for such sale consisting of a controlling interest in a permitted business or assets useful in a permitted business or cash, assumption of liabilities or securities promptly converted into cash. The CC V Issuers and their restricted subsidiaries are then required within 360 days after any asset sale either to commit to use the net cash proceeds over a specified threshold either to acquire assets, including controlling assets in permitted businesses, make capital expenditures or use the net cash proceeds to repay debt, or to offer to repurchase the CC V Holdings notes with any remaining proceeds.
	•	The CC V Issuers and their restricted subsidiaries may not engage in sale and leaseback transactions unless, at the time of the transaction, the applicable CC V Issuer or restricted subsidiary could have incurred indebtedness under the leverage ratio test described above in an amount equal to the present value of the net rental payments to be made under the lease, the gross proceeds of the sale are at least equal to the fair market value of the subject property, and the sale of the assets and application of proceeds is permitted by the covenant restricting asset sales.
	•	The CC V Issuers’ restricted subsidiaries may not enter into restrictions on their abilities to make dividends or distributions or transfer assets to the CC V Issuers except under documents governing debt, asset sales, leases and like transactions permitted by the indenture.
	•	The restricted subsidiaries of the CC V Issuers are generally not permitted to guarantee or pledge assets to secure debt of the CC V Issuers, unless the guarantying subsidiary issues a guarantee of the CC V Holdings notes, and waives any rights of reimbursement, indemnity or subrogation arising from the guarantee transaction.
	•	The CC V Issuers and their restricted subsidiaries are generally not permitted to transfer equity interests in restricted subsidiaries unless the transfer is of all of the equity interests in the restricted subsidiary or the restricted subsidiary remains a restricted subsidiary and net proceeds of the equity sale are applied in accordance with the asset sales covenant. Restricted subsidiaries of the

200

---

Table of Contents

		CC V Issuers are not permitted to issue equity interests if as a result, the issuing subsidiary would no longer be a restricted subsidiary.
	•	The indenture governing the CC V Holdings notes also restricts the ability of the CC V Issuers and their restricted subsidiaries to enter into certain transactions with affiliates involving over $2.5 million without a determination by the board of directors that the transaction is on terms no less favorable than arms-length, or transactions with affiliates involving consideration in excess of $10 million with affiliates without receiving an independent opinion as to the fairness of the transaction to the holders of the CC V Holdings notes.

	Renaissance Media Notes

	•	if, after giving effect to the incurrence, Renaissance Media Group could meet a leverage ratio (ratio of consolidated debt to four times consolidated EBITDA, as defined, from the most recent quarter) of 6.75 to 1.0, and, regardless of whether the leverage ratio could be met,
	•	up to the greater of $200 million or 4.5 times Renaissance Media Group’s consolidated annualized EBITDA, as defined,
	•	up to an amount equal to 5% of Renaissance Media Group’s consolidated total assets to finance the purchase of new assets,
	•	up to two times the sum of (a) the net cash proceeds of new equity issuances and capital contributions, and (b) 80% of the fair market value of property received by Renaissance Media Group or an issuer as a capital contribution, in each case received after the issue date of the Renaissance notes and not allocated to make restricted payments, and
	•	other items of indebtedness for specific purposes such as intercompany debt, refinancing of existing debt and interest rate swaps to provide protection against fluctuation in interest rates.

201

---

Table of Contents

	•	Under the indenture governing the Renaissance notes, Renaissance Media Group and its restricted subsidiaries are permitted to pay dividends on equity interests, repurchase interests, make restricted investments, or make other specified restricted payments only if Renaissance Media Group could incur $1.00 of additional debt under the debt incurrence test, which requires that Renaissance Media Group meet the 6.75 to 1.0 leverage ratio after giving effect to the transaction of the indebtedness covenant and that no default exists or would occur as a consequence thereof. If those conditions are met, Renaissance Media Group and its restricted subsidiaries are permitted to make restricted payments in a total amount not to exceed the result of 100% of Renaissance Media Group’s consolidated EBITDA, as defined, minus 130% of its consolidated interest expense, plus 100% of new cash equity proceeds received by Renaissance Media Group and not allocated to the indebtedness covenant, plus returns on certain investments, all cumulatively from June 1998. Renaissance Media Group and its restricted subsidiaries may make permitted investments up to $2 million in related businesses and other specified permitted investments, restricted payments up to $10 million, dividends up to 6% each year of the net cash proceeds of public equity offerings, and other specified restricted payments without meeting the foregoing test.
	•	Renaissance Media Group and its restricted subsidiaries are not permitted to grant liens on their assets other than specified permitted liens, unless corresponding liens are granted to secure the Renaissance notes. Permitted liens include liens securing debt permitted to be incurred under credit facilities, liens securing debt incurred under the incurrence of indebtedness test, in amounts up to the greater of $200 million or 4.5 times Renaissance Media Group’s consolidated EBITDA, as defined, liens as deposits for acquisitions up to 10% of the estimated purchase price, liens securing permitted financings of new assets, liens securing debt permitted to be incurred by restricted subsidiaries, and specified liens incurred in the ordinary course of business.
	•	Renaissance Media Group and the issuers of the Renaissance notes are generally not permitted to sell or otherwise dispose of all or substantially all of their assets or merge with or into other companies unless their consolidated net worth after any such transaction would be equal to or greater than their consolidated net worth immediately prior to the transaction, or unless Renaissance Media Group could incur $1.00 of additional debt under the debt incurrence test, which would require them to meet a leverage ratio of 6.75 to 1.00 after giving effect to the transaction.
	•	Renaissance Media Group and its subsidiaries may generally not otherwise sell assets or, in the case of subsidiaries, equity interests, unless they receive consideration at least equal to the fair market value of the assets, consisting of at least 75% cash, temporary cash investments or assumption of debt. Charter Holdings and its restricted subsidiaries are then required within 12 months after any asset sale either to commit to use the net cash proceeds over a specified threshold either to acquire assets used in their own or related businesses or use the net cash proceeds to repay debt, or to offer to repurchase the Renaissance notes with any remaining proceeds.
	•	Renaissance Media Group and its restricted subsidiaries may generally not engage in sale and leaseback transactions unless the lease term does not exceed three years or the proceeds are applied in accordance with the covenant limiting asset sales.
	•	Renaissance Media Group’s restricted subsidiaries may generally not enter into restrictions on their abilities to make dividends or distributions or transfer assets to Renaissance Media Group except those not more restrictive than is customary in comparable financings.
	•	The restricted subsidiaries of Renaissance Media Group are not permitted to guarantee or pledge assets to secure debt of the Renaissance Media Group or its restricted subsidiaries, unless the guarantying subsidiary issues a guarantee of the Renaissance notes of comparable priority and tenor,

202

---

Table of Contents

		and waives any rights of reimbursement, indemnity or subrogation arising from the guarantee transaction.
	•	Renaissance Media Group and its restricted subsidiaries are generally not permitted to issue or sell equity interests in restricted subsidiaries, except sales of common stock of restricted subsidiaries so long as the proceeds of the sale are applied in accordance with the asset sale covenant, and issuances as a result of which the restricted subsidiary is no longer a restricted subsidiary and any remaining investment in that subsidiary is permitted by the covenant limiting restricted payments.
	•	The indenture governing the Renaissance Notes also restricts the ability of Renaissance Media Group and its restricted subsidiaries to enter into certain transactions with affiliates involving consideration in excess of $2 million without a determination by the disinterested members of the board of directors that the transaction is on terms no less favorable than arms length, or transactions with affiliates involving over $4 million with affiliates without receiving an independent opinion as to the fairness of the transaction to Renaissance Media Group.

203

---

Table of Contents

	(1) at all times the number of shares of our common stock outstanding will be equal to the number of Charter Communications Holding Company, LLC common membership units owned by Charter.
	(2) Charter will not hold any assets other than, among other allowable assets:

	•	working capital and cash held for the payment of current obligations and receivables from Charter Communications Holding Company, LLC;
	•	common membership units of Charter Communications Holding Company, LLC; and
	•	obligations and equity interests of Charter Communications Holding Company, LLC that correspond to obligations and equity interests issued by Charter;

	(3) Charter will not borrow any money or enter into any capital lease unless Charter Communications Holding Company, LLC enters into the same arrangements with Charter so that Charter’s liability flows through to Charter Communications Holding Company, LLC.

204

---

Table of Contents

	•	each Class A common shareholder is entitled to one vote per share; and
	•	each Class B common shareholder is entitled to a number of votes based on the number of outstanding Class B common stock and Charter Communications Holding Company, LLC membership units exchangeable for Class B common stock. For example, Mr. Allen is entitled to ten votes for each share of Class B common stock held by him or his affiliates and ten votes for each membership unit held by him or his affiliates; and
	•	the Class B common shareholders have the sole power to vote to amend or repeal the provisions of our restated certificate of incorporation relating to:

	(1) the activities in which Charter may engage;
	(2) the required ratio of outstanding shares of common stock to outstanding membership units owned by Charter; and
	(3) the restrictions on the assets and liabilities that Charter may hold.

	•	The Class B common shareholders, voting separately as a class, are entitled to elect all but one member of our board of directors.
	•	Class A and Class B common shareholders, voting together as one class, are entitled to elect the remaining member of our board of directors who is not elected by the Class B common shareholders.
	•	Class A common shareholders and Class B common shareholders are not entitled to cumulate their votes in the election of directors.
	•	In addition, Charter may issue one or more series of preferred stock that entitle the holders of such preferred stock to elect directors.

	•	the issuance of any Class B common stock other than to Mr. Allen and his affiliates and other than pursuant to specified stock splits and dividends;
	•	the issuance of any stock other than Class A common stock (and other than Class B common stock as described above); and
	•	the amendment, modification or repeal of any provision of its restated certificate of incorporation relating to capital stock or the removal of directors.

205

---

Table of Contents

	•	have the number of votes per share of Class B common stock described above;
	•	have the right to elect, voting separately as a class, all but one member of Charter’s board of directors, except for any directors elected separately by the holders of preferred stock; or
	•	have the right to vote as a separate class on matters that adversely affect the Class B common stock with respect to:

	(1) the issuance of equity securities of Charter other than the Class A common stock; or
	(2) the voting power of the Class B common stock.

	•	shares of Class A common stock may be paid only to holders of Class A common stock;
	•	shares of Class B common stock may be paid only to holders of Class B common stock; and
	•	the number of shares of each class of common stock payable per share of such class of common stock shall be equal in number.

	•	20% of the sum of the values, calculated as of November 12, 1999, of the shares of Class B common stock directly or indirectly owned by Mr. Allen and his affiliates and the shares of Class B common stock for which outstanding Charter Communications Holding Company, LLC membership units directly or indirectly owned by Mr. Allen and his affiliates were exchangeable on that date, and
	•	5% of the sum of the values, calculated as of the measuring date, of shares of outstanding common stock and other equity interests in Charter and the shares of Charter common stock for which outstanding Charter Communications Holding Company, LLC membership units are exchangeable on such date.

206

---

Table of Contents

	•	each class of common shareholders will receive per share the same kind and amount of capital stock, securities, cash and/or other property received by any other class of common shareholders, provided that any shares of capital stock so received may differ in a manner similar to the manner in which the shares of Class A common stock and Class B common stock differ; or
	•	each class of common shareholders, to the extent they receive a different kind (other than as described above) or different amount of capital stock, securities, cash and/or other property than that received by any other class of common shareholders, will receive for each share of common stock they hold, stock, securities, cash and/or either property having a value substantially equivalent to that received by such other class of common shareholders.

	•	dividend rights and rates;
	•	conversion rights;
	•	voting rights;
	•	terms of redemption (including any sinking fund provisions) and redemption price or prices;
	•	liquidation preferences; and
	•	the number of shares constituting and the designation of such series.

207

---

Table of Contents

208

---

Table of Contents

209

---

Table of Contents

	•	limiting the assets and liabilities that Charter may hold; and
	•	requiring the number of shares of our common stock outstanding at any time to equal the number of common membership units owned by Charter.

	•	the transfer will not result in the loss of any license or regulatory approval or exemption that has been obtained by Charter Communications Holding Company, LLC and is materially useful in its business as then conducted or proposed to be conducted;
	•	the transfer will not result in a material and adverse limitation or restriction on the operations of Charter Communications Holding Company, LLC and its subsidiaries taken as a whole;

210

---

Table of Contents

	•	the proposed transferee agrees in writing to be bound by the limited liability company agreement; and
	•	except for a limited number of permitted transfers under the limited liability company agreement, the transfer has been approved by the manager in its sole discretion.

211

---

Table of Contents

	•	339,132,031 shares of Class A common stock will be issuable upon conversion of Class B common stock issuable upon exchange of Charter Communications Holding Company, LLC membership units held by Vulcan Cable III Inc. and Charter Investment, Inc. These membership units are exchangeable for shares of Class B common stock on a one-for-one basis. Shares of Class B common stock are convertible into shares of Class A common stock on a one-for-one basis.
	•	24,273,943 shares of Class A common stock may be issuable upon the exchange of Charter Communications Holding Company, LLC membership units potentially issuable in exchange for CC VIII, LLC membership units held by an affiliate of Mr. Allen. An issue has arisen regarding the ultimate ownership of such CC VIII, LLC membership interests following Mr. Allen’s acquisition of those interests on June 6, 2003. See“Certain Relations and Related Transactions — Transactions Arising out of Our Organizational Structure and Mr. Allen’s Investment in Charter Communications, Inc. and Its Subsidiaries — Equity Put Rights — CC VIII.”
	•	50,000 shares of Class A common stock will be issuable upon conversion of outstanding Class B common stock on a one-for-one basis.
	•	Up to 90,000,000 shares of Class A common stock (or units exchangeable for Class A common stock) are authorized for issuance pursuant to Charter’s 2001 Stock Incentive Plan and 1999 Charter Communications Option Plan. At December 31, 2004, 1,004,848 shares had been issued under the plans upon exercise of options, 187,699 shares had been issued upon vesting of restricted stock grants, and 2,076,860 shares are subject to future vesting under restricted stock agreements. Of the remaining 86,730,593 shares covered by the plans, as of December 31, 2004, 24,834,513 were subject to outstanding options (31% of which were vested), and there were 6,663,600 performance units granted under Charter’s long-term incentive program as of December 31, 2004, which will vest on the third anniversary of the date of grant conditional upon Charter’s performance against financial targets approved by the board of directors at the time of the awards. 54,996,480 shares remained available for future grants under the plans.
	•	356,404,924 shares of Class A common stock are issuable upon conversion of our 5.875% convertible senior notes due 2009.
	•	An aggregate of 8,145,909 shares of Class A common stock would be issuable upon conversion of our 4.75% convertible senior notes due 2006 and our Series A convertible redeemable preferred stock.
	•	Upon consummation of the settlement of our outstanding class action lawsuits as more fully described in “Business — Legal Proceedings”, an as yet undetermined number of shares will issued to the claimants and carriers (having an aggregate value of $45 million, as determined by the applicable formula), together with warrants to purchase an additional undetermined number of shares (which warrants will have a value of $40 million, as determined by the applicable formula).
	•	Up to 150 million shares of Class A common stock to be issued as described in “Registered Borrow Facility.”

212

---

Table of Contents

213

---

Table of Contents

	•	certain financial institutions;
	•	insurance companies;
	•	dealers and certain traders in securities;
	•	persons holding the notes as part of a “straddle,” “hedge,” “conversion” or similar transaction;
	•	U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;
	•	certain former citizens or residents of the United States;
	•	partnerships or other entities classified as partnerships for U.S. federal income tax purposes; and
	•	persons subject to the alternative minimum tax.

214

---

Table of Contents

	•	a citizen or resident of the United States;
	•	a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof; or
	•	an estate the income of which is subject to United States federal income taxation regardless of its source or a trust the administration of which is subject to the primary supervision of a U.S. court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or that was in existence on, August 20, 1996, was treated as a United States person under the Code on that date and has made a valid election to be treated as a United States person under the Code.

	Interest Accruals on the Notes

	•	the product of (a) the adjusted issue price (as defined below) of the notes as of the beginning of the accrual period and (b) the comparable yield to maturity (as defined below) of the notes, adjusted for the length of the accrual period;
	•	divided by the number of days in the accrual period; and
	•	multiplied by the number of days during the accrual period that the U.S. Holder held the notes.

215

---

Table of Contents

	Adjustments to Interest Accruals on the Notes

	Purchasers of Notes at a Price Other than the Adjusted Issue Price

216

---

Table of Contents

	Sale, Exchange, Conversion, Redemption or Repurchase of Notes

	Constructive Dividends

	Taxation of Distributions on Common Stock

217

---

Table of Contents

	Sale or Other Disposition of Common Stock

	•	an individual who is classified as a nonresident alien for U.S. federal income tax purposes;
	•	a foreign corporation; or
	•	a foreign estate or trust.

	Payments on the Notes

	1.     in the case of gain realized on the sale, exchange, conversion, redemption or repurchase of the notes, we are not, and have not been within the shorter of the five-year period preceding such sale, conversion, exchange, redemption or retirement and the period during which the Non-U.S. Holder held the notes, a U.S. real property holding corporation; and
	2.     (a) such Non-U.S. Holder does not own, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote, and is not a controlled foreign corporation related, directly or indirectly, to us through stock ownership and is not a bank receiving certain types of interest and the certification requirement described below has been fulfilled with respect to the Non-U.S. Holder; or
	(b) such payments are effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States.

218

---

Table of Contents

	Constructive Dividends

	Common Stock

	•	the gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business in the United States;
	•	in the case of a Non-U.S. Holder who is a nonresident alien individual, the individual is present in the United States for 183 or more days in the taxable year of the disposition and certain other conditions are met; or

219

---

Table of Contents

	•	we are or have been a U.S. real property holding corporation at any time within the shorter of the five year period preceding such sale, exchange or disposition and the period the Non-U.S. Holder held the common stock. We believe that we were not, are not, and do not anticipate becoming, a U.S. real property holding corporation.

220

---

Table of Contents

221

---

Table of Contents

		Convertible Senior Notes								Shares of Class A Common Stock
										Shares of
										Class A
						Principal				Common
		Amount of				Amount of				Stock
		Notes Owned				Notes That				Owned				Shares That
Selling Securityholder		Before Offering				May Be Sold				Before Offering				May Be Sold
AHFP Context		$	300,000			$	300,000				123,966				123,966
Amaranth LLC		$	51,600,000			$	51,600,000				21,322,311				21,322,311
Arkansas PERS		$	670,000			$	670,000				247,933				247,933
Astrazeneca Holdings Pension		$	200,000			$	200,000				82,644				82,644
Basso Holdings Ltd.		$	4,500,000			$	4,500,000				1,859,503				1,859,503
Basso Multi-Strategy Holding Fund Ltd.		$	10,500,000			$	10,500,000				4,338,842				4,338,842
BBT Fund, L.P.		$	3,000,000			$	3,000,000				1,239,669				1,239,669
Boilermakers Blacksmith Pension Trust		$	1,100,000			$	1,100,000				454,545				454,545
Citigroup Global Markets, Inc.		$	1,625,000			$	1,625,000				671,487				671,487
Citigroup Global Markets Ltd.		$	35,000,000			$	35,000,000				14,462,808				14,462,808
CNH CA Master Account, L.P.		$	1,500,000			$	1,500,000				619,834				619,834
Context Convertible Arbitrage Fund LP		$	1,725,000			$	1,725,000				712,809				712,809
Context Convertible Arbitrage Offshore, Ltd.		$	5,400,000			$	5,400,000				2,231,404				2,231,404
Corporate High Yield III, Inc.		$	945,000			$	945,000				390,495				390,495
Corporate High Yield V, Inc.		$	1,555,000			$	1,555,000				642,561				642,561
Corporate High Yield VI, Inc.		$	1,625,000			$	1,625,000				671,487				671,487
Corporate High Yield Fund, Inc.		$	875,000			$	875,000				361,570				361,570
DBAG London		$	11,600,000			$	11,600,000				4,793,387				4,793,387
Deephaven Domestic Convertible Trading Ltd.		$	4,650,000			$	4,650,000				1,921,487				1,921,487
Delaware Delchester Fund		$	690,000			$	690,000				285,123				285,123
Delaware Diversified Income Fund		$	225,000			$	225,000				92,975				92,975
Delaware Dividend Income Fund		$	500,000			$	500,000				206,611				206,611
Delaware High-Yield Opportunities Fund		$	175,000			$	175,000				72,314				72,314
Delaware PERS		$	385,000			$	385,000				159,090				159,090
Delaware VIP Diversified Income Series		$	20,000			$	20,000				8,264				8,264
Delaware VIP High Yield Series		$	350,000			$	350,000				144,628				144,628
Deutsche Bank Securities Inc.		$	19,056,000			$	19,056,000				7,874,379				7,874,379
Dividend & Income Fund		$	100,000			$	100,000				41,322				41,322
DKR Saturn Event Driven Holding Fund Ltd.		$	1,250,000			$	1,250,000				516,528				516,528
DKR Saturn Multi-Strategy Holding Fund Ltd.		$	1,250,000			$	1,250,000				516,528				516,528
DKR SoundShore Strategic Holding Fund Ltd.		$	1,000,000			$	1,000,000				413,223				413,223
Edge Investment Master Fund, LTD		$	3,500			$	3,500				1,446				1,446
Eton Park Fund, L.P.		$	4,875,000			$	4,875,000				2,014,462				2,014,462
Eton Park Master Fund, Ltd.		$	7,625,000			$	7,625,000				3,150,826				3,150,826

222

---

Table of Contents

		Convertible Senior Notes								Shares of Class A Common Stock
										Shares of
										Class A
						Principal				Common
		Amount of				Amount of				Stock
		Notes Owned				Notes That				Owned				Shares That
Selling Securityholder		Before Offering				May Be Sold				Before Offering				May Be Sold
Evergreen Equity Income Fund		$	8,850,000			$	8,850,000				3,657,024				3,657,024
Fore Convertible Master Fund, Ltd.		$	1,500,000			$	1,500,000				619,834				619,834
Fore Credit Master Fund, Ltd.		$	350,000			$	350,000				144,628				144,628
Fore Opportunity Fund, LP		$	269,000			$	269,000				111,157				111,157
Fore Opportunity Offshore Fund, Ltd		$	431,000			$	431,000				178,099				178,099
Fore Plan Asset Fund, Ltd.		$	179,000			$	179,000				73,966				73,966
Global Bermuda Limited Partnership		$	1,600,000			$	1,600,000				661,156				661,156
Global Dividend & Income Fund		$	25,000			$	25,000				10,330				10,330
Grace Brothers, Ltd.		$	1,500,000			$	1,500,000				619,834				619,834
Guggenheim Portfolio Company VIII (Cayman), Ltd.		$	1,138,000			$	1,138,000				470,247				470,247
Hallmark Convertible Securities Fund		$	45,000			$	45,000				18,595				18,595
HBK Master Fund L.P.		$	3,000,000			$	3,000,000				1,239,669				1,239,669
Highbridge International LLC		$	27,000,000			$	27,000,000				11,157,023				11,157,023
ICI American Holdings Trust		$	145,000			$	145,000				59,917				59,917
ING Convertible Fund		$	2,400,000			$	2,400,000				991,735				991,735
ING VP Convertible Portfolio		$	100,000			$	100,000				41,322				41,322
KBC Financial Products USA Inc.		$	4,885,000			$	4,885,000				2,018,594				2,018,594
KDC Convertible Arbfund L.P.		$	2,000,000			$	2,000,000				826,446				826,446
Lakeshore International, Ltd.		$	6,400,000			$	6,400,000				2,644,627				2,644,627
LDG Limited		$	1,179,000			$	1,179,000				487,190				487,190
Lincoln National Life Insurance Company Separate Account 20		$	375,000			$	375,000				154,958				154,958
Louisiana CCRF		$	80,000			$	80,000				33,057				33,057
Lyxor/ Context Fund Ltd.		$	1,075,000			$	1,075,000				444,214				444,214
Lyxor/ Quest Fund Ltd.		$	1,260,000			$	1,260,000				520,661				520,661
Man Convertible Bond Master Fund, Ltd.		$	3,000,000			$	3,000,000				1,239,669				1,239,669
Man Mac I, Limited		$	3,391,000			$	3,391,000				1,401,239				1,401,239
Marathon Global Convertible Master Fund Ltd.		$	4,500,000			$	4,500,000				1,859,503				1,859,503
Merced Partners Limited Partnership		$	2,500,000			$	2,500,000				1,033,057				1,033,057
Merrill Lynch Bond High Income Fund		$	9,000,000			$	9,000,000				3,719,007				3,719,007
Merrill Lynch Global Investment Series: Income Strategies Fund		$	5,000,000			$	5,000,000				2,066,115				2,066,115
MLIF US High Yield Fund, Inc.		$	500,000			$	500,000				206,611				206,611
ML Master US High Yield Fund, Inc.		$	2,200,000			$	2,200,000				909,090				909,090
Mohican VCA Master Fund, Ltd.		$	300,000			$	300,000				123,966				123,966
Morgan Stanley Convertible Securities Trust		$	1,200,000			$	1,200,000				495,867				495,867

223

---

Table of Contents

		Convertible Senior Notes								Shares of Class A Common Stock
										Shares of
										Class A
						Principal				Common
		Amount of				Amount of				Stock
		Notes Owned				Notes That				Owned				Shares That
Selling Securityholder		Before Offering				May Be Sold				Before Offering				May Be Sold
MSS Convertible Arbitrage 1 c/o TQA Investors, LLC		$	75,000			$	75,000				30,991				30,991
National Bank of Canada		$	700,000			$	700,000				289,256				289,256
Nisswa Master Fund Ltd.		$	4,500,000			$	4,500,000				1,859,503				1,859,503
Nuveen Preferred & Convertible Fund JQC		$	3,210,000			$	3,210,000				1,326,446				1,326,446
Nuveen Preferred & Convertible Income Fund JPC		$	2,425,000			$	2,425,000				1,002,066				1,002,066
OCLC Online Computer Library Center Inc.		$	20,000			$	20,000				8,264				8,264
Oppenheimer Convertible Securities Fund		$	1,000,000			$	1,000,000				413,223				413,223
Optimum Fixed Income Fund		$	35,000			$	35,000				14,462				14,462
Prudential Insurance Co of America		$	35,000			$	35,000				14,462				14,462
Quest Global Convertible Master Fund Ltd.		$	840,000			$	840,000				347,107				347,107
Ritchie Convertible Arbitrage Trading		$	200,000			$	200,000				82,644				82,644
Royal Bank of Canada		$	2,000,000			$	2,000,000				826,446				826,446
Royal Bank of Canada (Norshield)		$	100,000			$	100,000				41,322				41,322
Royal Bank of Ontario		$	2,000,000			$	2,000,000				826,446				826,446
Satellite Asset Management, L.P.		$	22,750,000			$	22,750,000				9,400,825				9,400,825
Satellite Convertible Arbitrage Master Fund, LLC		$	10,000,000			$	10,000,000				4,132,231				4,132,231
Sentinel Capital Markets Income Fund		$	150,000			$	150,000				61,983				61,983
Sphinx Convertible Arbitrage Fund SPC		$	350,000			$	350,000				144,628				144,628
Sphinx Fund c/o TQA Investors, LLC		$	1,366,000			$	1,366,000				564,462				564,462
St. Albans Partners Ltd.		$	1,000,000			$	1,000,000				413,223				413,223
St. Thomas Trading, Ltd.		$	1,000,000			$	1,000,000				413,223				413,223
State of Oregon/ Equity		$	1,925,000			$	1,925,000				795,454				795,454
Susquehanna Capital Group		$	11,000,000			$	11,000,000				4,545,454				4,545,454
Sutton Brook Capital Portfolio LP		$	12,500,000			$	12,500,000				5,165,288				5,165,288
Syngenta AG		$	85,000			$	85,000				35,123				35,123
Tamarack International, Ltd.		$	2,500,000			$	2,500,000				1,033,057				1,033,057
Tempo Master Fund, LP		$	25,000,000			$	25,000,000				10,330,577				10,330,577
Tenor Opportunity Master Fund Ltd.		$	2,000,000			$	2,000,000				826,446				826,446
The High-Yield Bond Portfolio		$	5,000			$	5,000				2,066				2,066
TQA Master Fund, Ltd.		$	9,643,000			$	9,643,000				3,984,710				3,984,710
TQA Master Plus Fund, Ltd.		$	15,892,000			$	15,892,000				6,566,941				6,566,941
TQA Special Ops Master Fund		$	4,750,000			$	4,750,000				1,962,809				1,962,809
UBS AG London Branch		$	45,500,000			$	45,500,000				18,801				18,801
UBS AG London F/ B/ O HFS		$	7,000,000			$	7,000,000				2,892,561				2,892,561

224

---

Table of Contents

		Convertible Senior Notes								Shares of Class A Common Stock
										Shares of
										Class A
						Principal				Common
		Amount of				Amount of				Stock
		Notes Owned				Notes That				Owned				Shares That
Selling Securityholder		Before Offering				May Be Sold				Before Offering				May Be Sold
Univest Convertible Arbitrage Fund II Ltd. (Norshield)		$	100,000			$	100,000				41,322				41,322
Wachovia Securities International Ltd.		$	3,000,000			$	3,000,000				1,239,669				1,239,669
World Income Fund, Inc.		$	800,000			$	800,000				330,578				330,578
Xavex Convertible Arbitrage 7 Fund c/o TQA Investors, LLC		$	764,000			$	764,000				315,702				315,702
Yield Strategies Fund I, L.P.		$	500,000			$	500,000				206,611				206,611
Yield Strategies Fund II, L.P.		$	500,000			$	500,000				206,611				206,611
Zurich Institutional Benchmarks Master Fund Ltd. c/o TQA Investors, LLC		$	1,881,000			$	1,881,000				777,272				777,272

225

---

Table of Contents

	•	in one or more transactions at fixed prices,
	•	at prevailing market prices at the time of sale,
	•	at varying prices determined at the time of sale, or
	•	at negotiated prices.

	•	on any national securities exchange or quotation service on which the convertible senior notes or shares of Class A common stock may be listed or quoted at the time of sale,
	•	in the over-the-counter market,
	•	in transactions otherwise than on a national securities exchange or quotation service or in the over-the-counter market or
	•	through the writing of options.

226

---

Table of Contents

227

---

Table of Contents

228

---

Table of Contents

		Page
Audited Financial Statements:
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets as of December 31, 2003 and 2002			F-3
Consolidated Statements of Operations for the Years Ended December 31, 2003, 2002 and 2001			F-4
Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Years Ended December 31, 2003, 2002 and 2001			F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, 2002 and 2001			F-6
Notes to Consolidated Financial Statements			F-7
Unaudited Financial Statements:
Condensed Consolidated Balance Sheets as of September 30, 2004 and December 31, 2003			F-55
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2004 and 2003			F-56
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2004 and 2003			F-57
Notes to Condensed Consolidated Financial Statements			F-58

F-1

---

Table of Contents

	/s/ KPMG LLP

F-2

---

Table of Contents

				December 31,
				2003				2002
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	127			$	321
	Accounts receivable, less allowance for doubtful accounts of $17 and $19, respectively				189				259
	Receivables from related party				—				8
	Prepaid expenses and other current assets				34				45
		Total current assets			350				633
INVESTMENT IN CABLE PROPERTIES:
	Property, plant and equipment, net of accumulated depreciation of $3,950 and $2,634, respectively				7,014				7,679
	Franchises, net of accumulated amortization of $3,445 and $3,452, respectively				13,680				13,727
		Total investment in cable properties, net			20,694				21,406
OTHER NONCURRENT ASSETS					320				345
		Total assets		$	21,364			$	22,384
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
	Accounts payable and accrued expenses			$	1,235			$	1,345
		Total current liabilities			1,235				1,345
LONG-TERM DEBT					18,647				18,671
DEFERRED MANAGEMENT FEES — RELATED PARTY					14				14
OTHER LONG-TERM LIABILITIES					899				1,212
MINORITY INTEREST					689				1,050
PREFERRED STOCK — REDEEMABLE; $.001 par value; 1 million shares authorized; 545,259 and 505,664 shares issued and outstanding, respectively					55				51
SHAREHOLDERS’ EQUITY (DEFICIT):
	Class A Common stock; $.001 par value; 1.75 billion shares authorized; 295,038,606, and 294,536,830 shares issued and outstanding, respectively				—				—
	Class B Common stock; $.001 par value; 750 million shares authorized; 50,000 shares issued and outstanding				—				—
	Preferred stock; $.001 par value; 250 million shares authorized; no non-redeemable shares issued and outstanding				—				—
	Additional paid-in capital				4,700				4,697
	Accumulated deficit				(4,851	)			(4,609	)
	Accumulated other comprehensive loss				(24	)			(47	)
		Total shareholders’ equity (deficit)			(175	)			41
		Total liabilities and shareholders’ equity (deficit)		$	21,364			$	22,384

F-3

---

Table of Contents

				Year Ended December 31,
				2003				2002				2001
REVENUES				$	4,819			$	4,566			$	3,807
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				1,952				1,807				1,486
	Selling, general and administrative				940				963				826
	Depreciation and amortization				1,479				1,439				2,693
	Impairment of franchises				—				4,638				—
	Gain on sale of system				(21	)			—				—
	Option compensation expense (income), net				4				5				(5	)
	Special charges, net				21				36				18
	Unfavorable contracts and other settlements				(72	)			—				—
					4,303				8,888				5,018
		Income (loss) from operations			516				(4,322	)			(1,211	)
OTHER INCOME AND EXPENSES:
	Interest expense, net				(1,557	)			(1,503	)			(1,310	)
	Gain (loss) on derivative instruments and hedging activities, net				65				(115	)			(50	)
	Gain on debt exchange, net				267				—				—
	Loss on equity investments				(3	)			(3	)			(54	)
	Other, net				(13	)			(1	)			(5	)
					(1,241	)			(1,622	)			(1,419	)
		Loss before minority interest, income taxes and cumulative effect of accounting change			(725	)			(5,944	)			(2,630	)
MINORITY INTEREST					377				3,176				1,461
		Loss before income taxes and cumulative effect of accounting change			(348	)			(2,768	)			(1,169	)
INCOME TAX BENEFIT					110				460				12
		Loss before cumulative effect of accounting change			(238	)			(2,308	)			(1,157	)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX					—				(206	)			(10	)
		Net loss			(238	)			(2,514	)			(1,167	)
		Dividends on preferred stock — redeemable			(4	)			(3	)			(1	)
		Net loss applicable to common stock		$	(242	)		$	(2,517	)		$	(1,168	)
LOSS PER COMMON SHARE, basic and diluted				$	(0.82	)		$	(8.55	)		$	(4.33	)
Weighted average common shares outstanding, basic and diluted					294,597,519				294,440,261				269,594,386

F-4

---

Table of Contents

																			Accumulated				Total
			Class A				Class B				Additional								Other				Shareholders’
			Common				Common				Paid-In				Accumulated				Comprehensive				Equity
			Stock				Stock				Capital				Deficit				Income (Loss)				(Deficit)
BALANCE, December 31, 2000			$	—			$	—			$	3,691			$	(924	)		$	—			$	2,767
	Issuance of common stock related to acquisitions			—				—				2				—				—				2
	Net proceeds from issuance of common stock			—				—				1,218				—				—				1,218
	Redeemable securities reclassified as equity			—				—				9				—				—				9
	Contributions from Charter Investment, Inc.			—				—				25				—				—				25
	Changes in fair value of interest rate agreements			—				—				—				—				(17	)			(17	)
	Option compensation expense, net			—				—				(3	)			—				—				(3	)
	Loss on issuance of equity by subsidiary			—				—				(253	)			—				—				(253	)
	Stock options exercised			—				—				5				—				—				5
	Dividends on preferred stock — redeemable			—				—				—				(1	)			—				(1	)
	Net loss			—				—				—				(1,167	)			—				(1,167	)
BALANCE, December 31, 2001				—				—				4,694				(2,092	)			(17	)			2,585
	Issuance of common stock related to acquisitions			—				—				2				—				—				2
	Changes in fair value of interest rate agreements			—				—				—				—				(30	)			(30	)
	Option compensation expense, net			—				—				2				—				—				2
	Loss on issuance of equity by subsidiary			—				—				(1	)			—				—				(1	)
	Dividends on preferred stock — redeemable			—				—				—				(3	)			—				(3	)
	Net loss			—				—				—				(2,514	)			—				(2,514	)
BALANCE, December 31, 2002				—				—				4,697				(4,609	)			(47	)			41
Changes in fair value of interest rate agreements				—				—				—				—				23				23
Option compensation expense, net				—				—				2				—				—				2
Issuance of common stock related to acquisitions				—				—				2				—				—				2
Loss on issuance of equity by subsidiary				—				—				(1	)			—				—				(1	)
Dividends on preferred stock — redeemable				—				—				—				(4	)			—				(4	)
Net loss				—				—				—				(238	)			—				(238	)
BALANCE, December 31, 2003			$	—			$	—			$	4,700			$	(4,851	)		$	(24	)		$	(175	)

F-5

---

Table of Contents

					Year Ended December 31,
					2003				2002				2001
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$	(238	)		$	(2,514	)		$	(1,167	)
	Adjustments to reconcile net loss to net cash flows from operating activities:
		Minority interest				(377	)			(3,176	)			(1,461	)
		Depreciation and amortization				1,479				1,439				2,693
		Impairment of franchises				—				4,638				—
		Option compensation expense (income), net				4				5				(5	)
		Noncash interest expense				414				395				295
		Loss on equity investments				3				3				54
		Loss (gain) on derivative instruments and hedging activities, net				(65	)			115				50
		Gain on debt exchange, net				(267	)			—				—
		Gain on sale of system				(21	)			—				—
		Deferred income taxes				(110	)			(460	)			(12	)
		Cumulative effect of accounting change, net				—				206				10
		Unfavorable contracts and other settlements				(72	)			—				—
	Changes in operating assets and liabilities, net of effects from acquisitions:
		Accounts receivable				70				27				(73	)
		Prepaid expenses and other current assets				5				26				(11	)
		Accounts payable and accrued expenses and other				(69	)			47				111
		Receivables from and payables to related party, including deferred management fees				9				(3	)			—
		Other operating activities				—				—				5
			Net cash flows from operating activities			765				748				489
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property, plant and equipment					(854	)			(2,167	)			(2,913	)
	Change in accounts payable and accrued expenses related to capital expenditures					(33	)			(55	)			(88	)
	Proceeds from sale of system					91				—				—
	Payments for acquisitions, net of cash acquired					—				(139	)			(1,755	)
	Purchases of investments					(11	)			(12	)			(3	)
	Other investing activities					(10	)			10				(15	)
			Net cash flows from investing activities			(817	)			(2,363	)			(4,774	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from issuance of common stock					—				2				1,223
	Borrowings of long-term debt					738				4,106				7,310
	Repayments of long-term debt					(1,368	)			(2,134	)			(4,290	)
	Proceeds from issuance of debt					529				—				—
	Payments for debt issuance costs					(41	)			(40	)			(87	)
			Net cash flows from financing activities			(142	)			1,934				4,156
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						(194	)			319				(129	)
CASH AND CASH EQUIVALENTS, beginning of period						321				2				131
CASH AND CASH EQUIVALENTS, end of period					$	127			$	321			$	2
CASH PAID FOR INTEREST					$	1,111			$	1,103			$	994
NONCASH TRANSACTIONS:
	Issuance of debt by CCH II, LLC				$	1,572			$	—			$	—
	Retirement of debt					1,866				—				—
	Reclassification of redeemable securities to equity and minority interest					—				—				1,105
	Exchange of cable system for acquisition					—				—				25
	Issuances of preferred stock — redeemable, as payment for acquisitions					4				—				51
	Issuances of equity as partial payments for acquisitions					2				—				2

F-6

---

Table of Contents

1.	Organization and Basis of Presentation

2.	Liquidity and Capital Resources

F-7

---

Table of Contents

F-8

---

Table of Contents

3.	Summary of Significant Accounting Policies

	Cash Equivalents

	Property, Plant and Equipment

Cable distribution systems		7-15 years
Customer equipment and installations		3-5 years
Vehicles and equipment		1-5 years
Buildings and leasehold improvements		5-15 years
Furniture and fixtures		5 years

	Franchises

F-9

---

Table of Contents

	Other Noncurrent Assets

										Gain (Loss)
		Carrying								for the
		Value at								Years Ended
		December 31,								December 31,
		2003				2002				2003				2002
Equity investments, under the cost method		$	30			$	17			$	(2	)		$	—
Equity investments, under the equity method			11				16				(1	)			(5	)
Marketable securities, at market value			—				—				—				2
		$	41			$	33			$	(3	)		$	(3	)

	Valuation of Property, Plant and Equipment

F-10

---

Table of Contents

	Derivative Financial Instruments

	Revenue Recognition

	Programming Costs

F-11

---

Table of Contents

	Advertising Costs

	Stock-Based Compensation

F-12

---

Table of Contents

			Year Ended December 31,
			2003				2002				2001
Net loss applicable to common stock			$	(242	)		$	(2,517	)		$	(1,168	)
Add back stock-based compensation expense (income) related to stock options included in reported net loss (net of minority interest)				2				2				(2	)
Less employee stock-based compensation expense determined under fair value based method for all employee stock option awards (net of minority interest)				(14	)			(56	)			(56	)
	Pro forma		$	(254	)		$	(2,571	)		$	(1,226	)
Loss per common shares, basic and diluted			$	(0.82	)		$	(8.55	)		$	(4.33	)
Add back stock-based compensation expense (income) related to stock options included in reported net loss (net of minority interest)				0.01				0.01				(0.01	)
Less employee stock-based compensation expense determined under fair value based method for all employee stock option awards (net of minority interest)				(0.05	)			(0.19	)			(0.21	)
	Pro forma		$	(0.86	)		$	(8.73	)		$	(4.55	)

	Unfavorable Contracts and Other Settlements

	Income Taxes

F-13

---

Table of Contents

	Minority Interest

	Loss per Common Share

	Segments

4.	Acquisitions

F-14

---

Table of Contents

F-15

---

Table of Contents

		Year Ended December 31, 2001
Revenues		$	3,969
Loss from operations			(1,211	)
Loss before minority interest, income taxes and cumulative effect of accounting change			(2,724	)
Net loss			(1,251	)
Loss per common share, basic and diluted			(4.64	)

5.	Allowance for Doubtful Accounts

		Year Ended December 31,
		2003				2002				2001
Balance, beginning of year		$	19			$	33			$	12
Acquisitions of cable systems			—				—				1
Charged to expense			79				108				95
Uncollected balances written off, net of recoveries			(81	)			(122	)			(75	)
Balance, end of year		$	17			$	19			$	33

6.	Property, Plant and Equipment

		2003				2002
Cable distribution systems		$	9,507			$	8,950
Land, buildings and leasehold improvements			583				580
Vehicles and equipment			874				783
			10,964				10,313
Less: accumulated depreciation			(3,950	)			(2,634	)
		$	7,014			$	7,679

F-16

---

Table of Contents

7.	Franchises and Goodwill

F-17

---

Table of Contents

			December 31,
			2003												2002
			Gross								Net				Gross								Net
			Carrying				Accumulated				Carrying				Carrying				Accumulated				Carrying
			Amount				Amortization				Amount				Amount				Amortization				Amount
Indefinite-lived intangible assets:
	Franchises with indefinite lives		$	17,018			$	3,412			$	13,606			$	17,076			$	3,428			$	13,648
	Goodwill			52				—				52				54				—				54
			$	17,070			$	3,412			$	13,658			$	17,130			$	3,428			$	13,702
Finite-lived intangible assets:
	Franchises with finite lives		$	107			$	33			$	74			$	103			$	24			$	79

				Year Ended December 31,
				2003				2002				2001
NET LOSS:
	Reported net loss applicable to common stock			$	(242	)		$	(2,517	)		$	(1,168	)
	Add back: amortization of indefinite-lived franchises				—				—				1,453
	Less: minority interest impact				—				—				(808	)
		Adjusted net loss applicable to common stock		$	(242	)		$	(2,517	)		$	(523	)
BASIC AND DILUTED LOSS PER COMMON SHARE:
	Reported net loss per share			$	(0.82	)		$	(8.55	)		$	(4.33	)
	Add back: amortization of indefinite-lived franchises				—				—				5.39
	Less: minority interest impact				—				—				(3.00	)
		Adjusted net loss per share		$	(0.82	)		$	(8.55	)		$	(1.94	)

F-18

---

Table of Contents

8.	Accounts Payable and Accrued Expenses

		2003				2002
Accounts payable		$	163			$	185
Capital expenditures			108				141
Accrued interest			277				243
Programming costs			268				282
Franchise related fees			70				70
State sales tax			61				67
Other accrued expenses			288				357
		$	1,235			$	1,345

9.	Long-Term Debt

				2003								2002
				Face				Accreted				Face				Accreted
				Value				Value				Value				Value
Long-Term Debt
Charter Communications, Inc.:
	October and November 2000
		5.75% convertible senior notes due 2005		$	618			$	618			$	750			$	750
	May 2001
		4.75% convertible senior notes due 2006			156				156				633				633
Charter Holdings:
	March 1999
		8.250% senior notes due 2007			451				450				600				599
		8.625% senior notes due 2009			1,244				1,242				1,500				1,497
		9.920% senior discount notes due 2011			1,108				1,082				1,475				1,307
	January 2000
		10.000% senior notes due 2009			640				640				675				675
		10.250% senior notes due 2010			318				318				325				325
		11.750% senior discount notes due 2010			450				400				532				421
	January 2001
		10.750% senior notes due 2009			874				873				900				900
		11.125% senior notes due 2011			500				500				500				500
		13.500% senior discount notes due 2011			675				517				675				454

F-19

---

Table of Contents

				2003								2002
				Face				Accreted				Face				Accreted
				Value				Value				Value				Value
	May 2001
		9.625% senior notes due 2009
		(includes January 2002 additional bond issue)			640				638				700				698
		10.000% senior notes due 2011 (includes January 2002 additional bond issue)			710				708				875				873
		11.750% senior discount notes due 2011			939				717				1,018				693
	January 2002
		12.125% senior discount notes due 2012			330				231				450				280
CCH II:
	10.250% senior notes due 2010				1,601				1,601				—				—
CCO Holdings:
	83/4% senior notes due 2013				500				500				—				—
Renaissance:
	10.00% senior discount notes due 2008				114				116				114				113
CC V Holdings:
	11.875% senior discount notes due 2008				113				113				180				163
Other long-term debt					—				—				1				1
Credit Facilities
Charter Operating					4,459				4,459				4,542				4,542
CC VI					868				868				926				926
Falcon Cable					856				856				1,155				1,155
CC VIII Operating					1,044				1,044				1,166				1,166
				$	19,208			$	18,647			$	19,692			$	18,671

F-20

---

Table of Contents

F-21

---

Table of Contents

F-22

---

Table of Contents

F-23

---

Table of Contents

F-24

---

Table of Contents

F-25

---

Table of Contents

	•	incur additional debt;
	•	pay dividends on equity or repurchase equity;
	•	grant liens;
	•	make investments;
	•	sell all or substantially all of their assets or merge with or into other companies;
	•	sell assets;

F-26

---

Table of Contents

	•	enter into sale-leasebacks;
	•	in the case of restricted subsidiaries, create or permit to exist dividend or payment restrictions with respect to the bond issuers, guarantee their parent companies debt, or issue specified equity interests; and
	•	engage in certain transactions with affiliates.

F-27

---

Table of Contents

F-28

---

Table of Contents

F-29

---

Table of Contents

Year		Amount
2004		$	188
2005			1,044
2006			1,155
2007			2,531
2008			3,762
Thereafter			10,528
		$	19,208

10.	Minority Interest and Equity Interest of Charter Holdco

F-30

---

Table of Contents

			Minority
			Interest
Balance, December 31, 2000			$	4,571
	Equity reclassified from redeemable securities (26,539,746 shares of Class A common stock)			1,096
	Minority interest in loss of a subsidiary			(1,461	)
	Minority interest in change in accounting principle			(14	)
	Minority interest in income tax benefit			16
	Changes in fair value of interest rate agreements			(22	)
	Gain on issuance of equity by Charter Holdco			253
	Other			(5	)
Balance, December 31, 2001				4,434
	Minority interest in loss of a subsidiary			(3,176	)
	Minority interest in change in accounting principle			(306	)
	Minority interest in income tax benefit			132
	Changes in fair value of interest rate agreements			(35	)
	Other			1
Balance, December 31, 2002				1,050
	Minority interest in loss of a subsidiary			(377	)
	Minority interest in income tax benefit			(8	)
	Changes in fair value of interest rate agreements			25
	Other			(1	)
Balance, December 31, 2003			$	689

11.	Preferred Stock — Redeemable

F-31

---

Table of Contents

12.	Common Stock

13.	Comprehensive Loss

14.	Accounting for Derivative Instruments and Hedging Activities

F-32

---

Table of Contents

15.	Fair Value of Financial Instruments

F-33

---

Table of Contents

		2003								2002
		Carrying				Fair				Carrying				Fair
		Value				Value				Value				Value
Debt
Charter convertible notes		$	774			$	732			$	1,383			$	295
Charter Holdings debt			8,316				7,431				9,222				3,867
CCH II debt			1,601				1,680				—				—
CCO Holdings debt			500				510				—				—
Credit facilities			7,227				6,949				7,789				6,367
Other			229				238				277				212
Interest Rate Agreements
Assets (Liabilities)
Swaps			(171	)			(171	)			(258	)			(258	)
Collars			(8	)			(8	)			(34	)			(34	)

16.	Revenues

		Year Ended December 31,
		2003				2002				2001
Video		$	3,461			$	3,420			$	2,971
High-speed data			556				337				148
Advertising sales			263				302				197
Commercial			204				161				123
Other			335				346				368
		$	4,819			$	4,566			$	3,807

F-34

---

Table of Contents

17.	Operating Expenses

		Year Ended December 31,
		2003				2002				2001
Programming		$	1,249			$	1,166			$	963
Advertising sales			88				87				64
Service			615				554				459
		$	1,952			$	1,807			$	1,486

18.	Selling, General and Administrative Expenses

		Year Ended December 31,
		2003				2002				2001
General and administrative		$	833			$	810			$	689
Marketing			107				153				137
		$	940			$	963			$	826

19.	Stock Compensation Plans

F-35

---

Table of Contents

		2003								2002								2001
						Weighted								Weighted								Weighted
						Average								Average								Average
						Exercise								Exercise								Exercise
		Shares				Price				Shares				Price				Shares				Price
Options outstanding, beginning of period			53,632			$	14.22				46,558			$	17.10				28,482			$	19.24
Granted			7,983				3.53				13,122				4.88				29,395				16.01
Exercised			(165	)			3.96				—				—				(278	)			19.23
Cancelled			(13,568	)			14.10				(6,048	)			16.32				(11,041	)			19.59
Options outstanding, end of period			47,882			$	12.48				53,632			$	14.22				46,558			$	17.10
Weighted average remaining contractual life			8 years								8 years								9 years
Options exercisable, end of period			22,861			$	16.36				17,844			$	17.93				9,994			$	18.51
Weighted average fair value of options granted		$	2.71							$	2.89							$	9.15

Options Outstanding

Options Exercisable

Weighted-

Weighted-

Average

Weighted-

Average

Weighted-

Remaining

Average

Remaining

Average

Range of

Number

Contractual

Exercise

Number

Contractual

Exercise

Exercise Prices

Outstanding

Life

Price

Exercisable

Life

Price

(In thousands)

(in thousands)

$ 1.11 — $ 2.85

9,809

9 years

$

2.31

1,718

9 years

$

2.49

$ 3.91 — $ 9.13

6,309

9 years

5.52

319

8 years

9.13

$11.99 — $19.47

20,243

7 years

14.65

12,191

7 years

15.34

$20.00 — $23.09

11,521

6 years

21.19

8,633

6 years

20.83

F-36

---

Table of Contents

F-37

---

Table of Contents

20.	Special Charges

F-38

---

Table of Contents

21.	Income Taxes

F-39

---

Table of Contents

F-40

---

Table of Contents

			December 31,
			2003				2002				2001
Current expense:
	Federal income taxes		$	1			$	—			$	—
	State income taxes			1				2				—
Current income tax expense				2				2				—
Deferred benefit:
	Federal income taxes			(98	)			(456	)			(11	)
	State income taxes			(14	)			(66	)			(1	)
Deferred income tax benefit:				(112	)			(522	)			(12	)
Total income benefit			$	(110	)		$	(520	)		$	(12	)

		December 31,
		2003				2002				2001
Statutory federal income taxes		$	(122	)		$	(969	)		$	(409	)
State income taxes, net of federal benefit			(17	)			(138	)			(58	)
Valuation allowance provided			29				587				455
Provision for income taxes		$	(110	)		$	(520	)		$	(12	)

F-41

---

Table of Contents

			December 31,
			2003				2002
Deferred tax assets:
	Net operating loss carryforward		$	1,723			$	1,489
	Other			6				9
Total gross deferred tax assets				1,729				1,498
Less: valuation allowance				(1,291	)			(1,444	)
Net deferred tax assets			$	438			$	54
Deferred tax liabilities:
	Investment in Charter Holdco		$	(553	)		$	(266	)
	Property, plant & equipment			(42	)			(67	)
	Franchises			(260	)			(240	)
Gross deferred tax liabilities				(855	)			(573	)
Net deferred tax liabilities			$	(417	)		$	(519	)

22.	Related Party Transactions

F-42

---

Table of Contents

F-43

---

Table of Contents

F-44

---

Table of Contents

F-45

---

Table of Contents

F-46

---

Table of Contents

F-47

---

Table of Contents

23.	Commitments and Contingencies

	Commitments

			Total				2004				2005				2006				2007				2008				Thereafter
Contractual Obligations
Operating Lease Obligations(1)			$	70			$	17			$	14			$	11			$	7			$	5			$	16
Programming Minimum Commitments(2)				1,949				320				329				355				386				317				242
Other(3)				282				63				47				39				24				25				84
	Total		$	2,301			$	400			$	390			$	405			$	417			$	347			$	342

(1)	The Company leases certain facilities and equipment under noncancellable operating leases. Leases and rental costs charged to expense for the years ended December 31, 2003, 2002 and 2001, were $30 million, $31 million and $25 million, respectively.
(2)	The Company pays programming fees under multi-year contracts ranging from three to six years typically based on a flat fee per customer, which may be fixed for the term or may in some cases, escalate over the term. Programming costs included in the accompanying statement of operations were $1.2 billion, $1.2 billion and $963 million for the years ended December 31, 2003, 2002 and 2001, respectively. Certain of the Company’s programming agreements are based on a flat fee per month or have guaranteed minimum payments. The table sets forth the aggregate guaranteed minimum commitments under the Company’s programming contracts.
(3)	“Other” represents other guaranteed minimum commitments, which consist primarily of commitments to the Company’s billing services vendors.

	•	The Company also rents utility poles used in its operations. Generally, pole rentals are cancelable on short notice, but the Company anticipates that such rentals will recur. Rent expense incurred for pole rental attachments for the years ended December 31, 2003, 2002 and 2001, was $40 million, $41 million and $33 million, respectively.
	•	The Company pays franchise fees under multi-year franchise agreements based on a percentage of revenues earned from video service per year. The Company also pays other franchise related costs, such as public education grants under multi-year agreements. Franchise fees and other franchise-related costs included in the accompanying statement of operations were $162 million, $160 million and $144 million for the years ended December 31, 2003, 2002 and 2001, respectively.
	•	The Company also has $153 million in letters of credit, primarily to its various worker’s compensation, property casualty and general liability carriers as collateral for reimbursement of claims. These letters of credit reduce the amount the Company may borrow under its credit facilities.

	Litigation

F-48

---

Table of Contents

F-49

---

Table of Contents

F-50

---

Table of Contents

	Regulation in the Cable Industry

24.	Employee Benefit Plan

25.	Recently Issued Accounting Standards

F-51

---

Table of Contents

26.	Parent Company Only Financial Statements

		December 31,
		2003				2002
ASSETS
Cash and cash equivalents		$	1			$	10
Receivable from related party			9				3
Investment in Charter Holdco			—				308
Notes receivable from Charter Holdco			803				1,433
		$	813			$	1,754
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities		$	10			$	13
Convertible notes			774				1,383
Deferred income taxes			149				266
Preferred stock — redeemable			55				51
Shareholders’ equity (deficit)			(175	)			41
Total liabilities and shareholders’ equity (deficit)		$	813			$	1,754

F-52

---

Table of Contents

			Year Ended December 31,
			2003				2002				2001
REVENUES
Interest income			$	69			$	76			$	61
Management fees				11				9				6
	Total revenues			80				85				67
EXPENSES
Equity in losses of Charter Holdco				(359	)			(2,922	)			(1,168	)
General and administrative expenses				(11	)			(9	)			(6	)
Interest expense				(65	)			(73	)			(60	)
	Total expenses			(435	)			(3,004	)			(1,234	)
Net loss before income taxes				(355	)			(2,919	)			(1,167	)
Income taxes				117				405				—
Net loss				(238	)			(2,514	)			(1,167	)
Dividend on preferred equity				(4	)			(3	)			(1	)
Net loss after preferred dividends			$	(242	)		$	(2,517	)		$	(1,168	)

				2003				2002				2001
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss after preferred dividends			$	(242	)		$	(2,517	)		$	(1,168	)
	Equity in losses of Charter Holdco				359				2,922				1,168
	Changes in operating assets and liabilities				(9	)			10				—
	Deferred income taxes				(117	)			(405	)			—
		Net cash flows from operating activities			(9	)			10				—
CASH FLOWS FROM INVESTING ACTIVITIES:
	Investments in and receivables from Charter Holdco				—				—				(633	)
	Investment in Charter Holdco				—				—				(1,224	)
		Net cash flows from investing activities			—				—				(1,857	)
CASH FLOWS FROM FINANCING ACTIVITIES
	Issuance of convertible notes				—				—				633
	Net proceeds from issuance of common stock				—				—				1,218
	Other				—				—				6
		Net cash flows from financing activities			—				—				1,857
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS					(9	)			10				—
CASH AND CASH EQUIVALENTS, beginning of year					10				—				—
CASH AND CASH EQUIVALENTS, end of year				$	1			$	10			$	—

F-53

---

Table of Contents

27.	Unaudited Quarterly Financial Data

		Year Ended December 31, 2003
		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
Revenues		$	1,178			$	1,217			$	1,207			$	1,217
Income from operations			86				112				117				210
Income (loss) before minority interest and income taxes			(301	)			(286	)			23				(161	)
Net income (loss) applicable to common stock			(182	)			(38	)			36				(58	)
Basic income (loss) per common share			(0.62	)			(0.13	)			0.12				(0.20	)
Diluted Income (loss) per common share			(0.62	)			(0.13	)			0.07				(0.20	)
Weighted-average shares outstanding, basic			294,466,137				294,474,596				294,566,878				294,875,504
Weighted-average shares outstanding, diluted			294,466,137				294,474,596				637,822,843				294,875,504

		Year Ended December 31, 2002
		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
Revenues		$	1,074			$	1,137			$	1,166			$	1,189
Income (loss) from operations			97				85				91				(4,595	)
Loss before minority interest, income taxes and cumulative effect of accounting change			(234	)			(354	)			(367	)			(4,989	)
Net loss applicable to common stock			(317	)			(161	)			(167	)			(1,872	)
Basic and diluted loss per common share before cumulative effect of accounting change			(0.38	)			(0.55	)			(0.57	)			(6.36	)
Basic and diluted loss per common share			(1.08	)			(0.55	)			(0.57	)			(6.36	)
Weighted-average shares outstanding			294,394,939				294,453,454				294,454,659				294,457,134

F-54

---

Table of Contents

					September 30,				December 31,
					2004				2003
					(Unaudited)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents				$	129			$	127
	Accounts receivable, less allowance for doubtful accounts of $16 and $17, respectively					186				189
	Prepaid expenses and other current assets					30				34
		Total current assets				345				350
INVESTMENT IN CABLE PROPERTIES:
	Property, plant and equipment, net of accumulated depreciation of $4,933 and $3,950, respectively					6,415				7,014
	Franchises, net of accumulated amortization of $3,300 and $3,445, respectively					9,885				13,680
			Total investment in cable properties, net			16,300				20,694
OTHER NONCURRENT ASSETS						439				320
			Total assets		$	17,084			$	21,364
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES:
	Accounts payable and accrued expenses				$	1,301			$	1,286
			Total current liabilities			1,301				1,286
LONG-TERM DEBT						18,484				18,647
DEFERRED MANAGEMENT FEES — RELATED PARTY						14				14
OTHER LONG-TERM LIABILITIES						675				848
MINORITY INTEREST						637				689
PREFERRED STOCK — REDEEMABLE; $.001 par value; 1 million shares authorized; 545,259 shares issued and outstanding						55				55
SHAREHOLDERS’ DEFICIT:
	Class A Common stock; $.001 par value; 1.75 billion shares authorized; 304,803,455 and 295,038,606 shares issued and outstanding, respectively					—				—
	Class B Common stock; $.001 par value; 750 million shares authorized; 50,000 shares issued and outstanding					—				—
Preferred stock; $.001 par value; 250 million shares authorized; no non-redeemable shares issued and outstanding						—				—
Additional paid-in capital						4,783				4,700
Accumulated deficit						(8,856	)			(4,851	)
Accumulated other comprehensive loss						(9	)			(24	)
		Total shareholders’ deficit				(4,082	)			(175	)
		Total liabilities and shareholders’ deficit			$	17,084			$	21,364

F-55

---

Table of Contents

				Three Months Ended								Nine Months Ended
				September 30,								September 30,
				2004				2003				2004				2003
REVENUES				$	1,248			$	1,207			$	3,701			$	3,602
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				525				484				1,552				1,457
	Selling, general and administrative				252				235				735				702
	Depreciation and amortization				371				352				1,105				1,095
	Impairment of franchises				2,433				—				2,433				—
	(Gain) loss on sale of assets, net				—				10				(104	)			23
	Option compensation expense, net				8				1				34				1
	Special charges, net				3				8				100				18
					3,592				1,090				5,855				3,296
		Income (loss) from operations			(2,344	)			117				(2,154	)			306
OTHER INCOME AND EXPENSE:
	Interest expense, net				(424	)			(387	)			(1,227	)			(1,163	)
	Gain (loss) on derivative instruments and hedging activities, net				(8	)			31				48				35
	Loss on debt to equity conversions				—				—				(23	)			—
	Loss on extinguishment of debt				—				—				(21	)			—
	Gain on debt exchange, net				—				267				—				267
	Other, net				—				(5	)			—				(9	)
					(432	)			(94	)			(1,223	)			(870	)
Income (loss) before minority interest, income taxes and cumulative effect of accounting change					(2,776	)			23				(3,377	)			(564	)
MINORITY INTEREST					34				(14	)			24				297
Income (loss) before income taxes and cumulative effect of accounting change					(2,742	)			9				(3,353	)			(267	)
INCOME TAX BENEFIT					213				28				116				86
Income (loss) before cumulative effect of accounting change					(2,529	)			37				(3,237	)			(181	)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX					(765	)			—				(765	)			—
		Net income (loss)			(3,294	)			37				(4,002	)			(181	)
		Dividends on preferred stock — redeemable			(1	)			(1	)			(3	)			(3	)
		Net income (loss) applicable to common stock		$	(3,295	)		$	36			$	(4,005	)		$	(184	)
EARNINGS (LOSS) PER COMMON SHARE
	Basic			$	(10.89	)		$	0.12			$	(13.38	)		$	(0.62	)
	Diluted			$	(10.89	)		$	0.07			$	(13.38	)		$	(0.62	)
	Weighted average common shares outstanding, basic				302,604,978				294,566,878				299,411,053				294,503,840
	Weighted average common shares outstanding, diluted				302,604,978				637,822,843				299,411,053				294,503,840

F-56

---

Table of Contents

					Nine Months Ended
					September 30,
					2004				2003
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$	(4,002	)		$	(181	)
	Adjustments to reconcile net loss to net cash flows from operating activities:
		Minority interest				(24	)			(297	)
		Depreciation and amortization				1,105				1,095
		Impairment of franchises				2,433				—
		Option compensation expense, net				30				1
		Special charges, net				85				—
		Noncash interest expense				237				319
		(Gain) on derivative instruments and hedging activities, net				(48	)			(35	)
		(Gain) loss on sale of assets, net				(104	)			23
		Loss on debt to equity conversions				23				—
		Loss on extinguishment of debt				18				—
		Gain on debt exchange, net				—				(267	)
		Deferred income taxes				(116	)			(86	)
		Cumulative effect of accounting change, net				765				—
		Other, net				(1	)			4
	Changes in operating assets and liabilities, net of effects from dispositions:
		Accounts receivable				1				70
		Prepaid expenses and other assets				2				7
		Accounts payable, accrued expenses and other				(21	)			(24	)
		Receivables from and payables to related party, including deferred management fees				—				9
			Net cash flows from operating activities			383				638
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property, plant and equipment					(639	)			(503	)
	Change in accrued expenses related to capital expenditures					(23	)			(109	)
	Proceeds from sale of assets					729				—
	Purchases of investments					(15	)			(8	)
	Other, net					(2	)			(8	)
			Net cash flows from investing activities			50				(628	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Borrowings of long-term debt					2,873				452
	Repayments of long-term debt					(4,707	)			(646	)
	Proceeds from issuance of debt					1,500				30
	Payments for debt issuance costs					(97	)			(32	)
			Net cash flows from financing activities			(431	)			(196	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						2				(186	)
CASH AND CASH EQUIVALENTS, beginning of period						127				321
CASH AND CASH EQUIVALENTS, end of period					$	129			$	135
CASH PAID FOR INTEREST					$	824			$	756
NONCASH TRANSACTIONS:
	Debt exchanged for Charter Class A common stock				$	30			$	—
	Issuance of debt by CCH II, LLC				$	—			$	1,572
	Retirement of debt				$	—			$	1,866

F-57

---

Table of Contents

1.	Organization and Basis of Presentation

	Reclassifications

2.	Liquidity and Capital Resources

F-58

---

Table of Contents

F-59

---

Table of Contents

3.	Franchises and Goodwill

F-60

---

Table of Contents

F-61

---

Table of Contents

			September 30, 2004												December 31, 2003
			Gross								Net				Gross								Net
			Carrying				Accumulated				Carrying				Carrying				Accumulated				Carrying
			Amount				Amortization				Amount				Amount				Amortization				Amount
Indefinite-lived intangible assets:
	Franchises with indefinite lives		$	13,129			$	3,287			$	9,842			$	17,018			$	3,412			$	13,606
	Goodwill			52				—				52				52				—				52
			$	13,181			$	3,287			$	9,894			$	17,070			$	3,412			$	13,658
Finite-lived intangible assets:
	Franchises with finite lives		$	56			$	13			$	43			$	107			$	33			$	74

4.	Accounts Payable and Accrued Expenses

			September 30,				December 31,
			2004				2003
Accounts payable — trade			$	78			$	163
Accrued capital expenditures				85				108
Accrued expenses:
	Interest			443				277
	Programming costs			303				319
	Franchise-related fees			55				70
	State sales tax			45				61
	Other			292				288
			$	1,301			$	1,286

F-62

---

Table of Contents

5.	Long-Term Debt

				September 30, 2004								December 31, 2003
				Face				Accreted				Face				Accreted
				Value				Value				Value				Value
Long-Term Debt
Charter Communications, Inc.:
	October and November 2000 5.75% convertible senior notes due 2005			$	588			$	588			$	618			$	618
	May 2001 4.75% convertible senior notes due 2006				156				156				156				156
Charter Holdings:
	March 1999
		8.250% senior notes due 2007			451				451				451				450
		8.625% senior notes due 2009			1,244				1,242				1,244				1,242
		9.920% senior discount notes due 2011			1,108				1,108				1,108				1,082
	January 2000
		10.000% senior notes due 2009			640				640				640				640
		10.250% senior notes due 2010			318				318				318				318
		11.750% senior discount notes due 2010			450				435				450				400
	January 2001
		10.750% senior notes due 2009			874				874				874				873
		11.125% senior notes due 2011			500				500				500				500
		13.500% senior discount notes due 2011			675				571				675				517
	May 2001
		9.625% senior notes due 2009 (includes January 2002 additional notes issue)			640				638				640				638
		10.000% senior notes due 2011 (includes January 2002 additional notes issue)			710				708				710				708
		11.750% senior discount notes due 2011			939				780				939				717
	January 2002
		12.125% senior discount notes due 2012			330				252				330				231
CCH II:
	10.250% senior notes due 2010				1,601				1,601				1,601				1,601
CCO Holdings:
	83/4% senior notes due 2013				500				500				500				500
Charter Operating:
	8.000% senior second lien notes				1,100				1,100				—				—
	8.375% senior second lien notes				400				400				—				—
Renaissance:
	10.00% senior discount notes due 2008				114				116				114				116

F-63

---

Table of Contents

			September 30, 2004								December 31, 2003
			Face				Accreted				Face				Accreted
			Value				Value				Value				Value
CC V Holdings:
	11.875% senior discount notes due 2008			113				113				113				113
Credit Facilities
Charter Operating				5,393				5,393				4,459				4,459
CC VI Operating				—				—				868				868
Falcon Cable				—				—				856				856
CC VIII Operating				—				—				1,044				1,044
			$	18,844			$	18,484			$	19,208			$	18,647

6.	Minority Interest and Equity Interest of Charter Holdco

F-64

---

Table of Contents

			Minority
			Interest
Balance, December 31, 2003			$	689
	Minority interest in loss of a subsidiary			(24	)
	Minority interest in cumulative effect of accounting change			(19	)
	Reclassification of Helicon, LLC interest			(25	)
	Changes in fair value of interest rate agreements			16
Balance, September 30, 2004			$	637

7.	Comprehensive Loss

8.	Accounting for Derivative Instruments and Hedging Activities

F-65

---

Table of Contents

F-66

---

Table of Contents

9.	Revenues

		Three Months								Nine Months
		Ended								Ended
		September 30,								September 30,
		2004				2003				2004				2003
Video		$	839			$	866			$	2,534			$	2,607
High-speed data			189				145				538				403
Advertising sales			73				64				205				188
Commercial			61				52				175				149
Other			86				80				249				255
		$	1,248			$	1,207			$	3,701			$	3,602

10.	Operating Expenses

		Three Months								Nine Months
		Ended								Ended
		September 30,								September 30,
		2004				2003				2004				2003
Programming		$	328			$	307			$	991			$	934
Advertising sales			24				21				72				65
Service			173				156				489				458
		$	525			$	484			$	1,552			$	1,457

11.	Selling, General and Administrative Expenses

		Three Months								Nine Months
		Ended								Ended
		September 30,								September 30,
		2004				2003				2004				2003
General and administrative		$	220			$	204			$	636			$	622
Marketing			32				31				99				80
		$	252			$	235			$	735			$	702

12.	Special Charges

F-67

---

Table of Contents

13.	Income Taxes

F-68

---

Table of Contents

14.	Contingencies

F-69

---

Table of Contents

F-70

---

Table of Contents

15.	Earnings Per Share

F-71

---

Table of Contents

			Three Months Ended
			September 30, 2003
											Earnings Per
			Earnings				Shares				Share
Basic earnings per share			$	36				295			$	0.12
	Effect of stock options			—				4				—
	Effect of Charter Investment Class B Common Stock			7				223				(0.04	)
	Effect of Vulcan Cable III Inc. Class B Common Stock			4				116				(0.01	)
Diluted earnings per share			$	47				638			$	0.07

16.	Stock Compensation Plans

F-72

---

Table of Contents

			Three Months
			Ended								Nine Months
			September 30,								Ended September 30,
			2004				2003				2004				2003
Net income (loss) applicable to common stock			$	(3,295	)		$	36			$	(4,005	)		$	(184	)
Add back stock-based compensation expense related to stock options included in reported net income (loss) (net of minority interest)				8				1				34				1
Less employee stock-based compensation expense determined under fair value based method for all employee stock option awards (net of minority interest)				(6	)			(3	)			(37	)			(11	)
Effects of unvested options in stock option exchange				—				—				48				—
	Pro forma		$	(3,293	)		$	34			$	(3,960	)		$	(194	)
Income (loss) per common shares, basic:
	As reported		$	(10.89	)		$	0.12			$	(13.38	)		$	(0.62	)
	Pro forma		$	(10.88	)		$	0.12			$	(13.23	)		$	(0.66	)
Income (loss) per common shares, diluted:
	As reported		$	(10.89	)		$	0.07			$	(13.38	)		$	(0.62	)
	Pro forma		$	(10.88	)		$	0.07			$	(13.23	)		$	(0.66	)

F-73

---

Table of Contents

17.	Related Parties

F-74

---

Table of Contents

F-75

---

Table of Contents

F-76

---

Table of Contents

F-77

---

Table of Contents

F-78

---

Table of Contents

Item 13.	Other Expenses of Issuance and Distribution

Regulatory filing fees			$	110,000
Legal fees and expenses			$	1,500,000
Accounting fees and expenses			$	500,000
Printing expenses			$	250,000
	Total expenses		$	2,360,000

Item 14.	Indemnification of Directors and Officers

II-1

---

Table of Contents

	(i) for any breach of the director’s duty of loyalty to the corporation or its shareholders,
	(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
	(iii) for unlawful payments of dividends or unlawful stock purchases or redemptions, or
	(iv) for any transaction from which the director derived an improper personal benefit. These provisions will not limit the liability of directors or officers under the federal securities laws of the United States.

Item 15.	Recent Sales of Unregistered Securities.

II-2

---

Table of Contents

Item 16.	Exhibits

Exhibit				Description
	2	.1(a)		Purchase and Contribution Agreement, entered into as of June 1999, by and among BCI (USA), LLC, William Bresnan, Blackstone BC Capital Partners L.P., Blackstone BC Offshore Capital Partners L.P., Blackstone Family Investment Partnership III L.P., TCID of Michigan, Inc. and TCI Bresnan LLC and Charter Communications Holding Company, LLC (Incorporated by reference to Exhibit 2.11 to Amendment No. 2 to the registration statement on Form S-1 of Charter Communications, Inc. filed on September 28, 1999 (File No. 333-83887)).
	2	.1(b)		First Amendment to Purchase and Contribution Agreement dated as of February 14, 2000, by and among BCI (USA), LLC, William J. Bresnan, Blackstone BC Capital Partners L.P., Blackstone BC Offshore Capital Partners, L.P., Blackstone Family Media III L.P. (as assignee of Blackstone Family Investment III, L.P.), TCID of Michigan, Inc., TCI Bresnan, LLC and Charter Communications Holding Company, LLC. (Incorporated by reference to Exhibit 2.11(a) to the current report on Form 8-K filed by Charter Communications, Inc. on February 29, 2000 (File No. 000-27927)).
	2	.2		Asset Purchase Agreement, dated as of September 28, 2001, between High Speed Access Corp. and Charter Communications Holding Company, LLC (including as Exhibit A, the Form of Voting Agreement, as Exhibit B, the form of Management Agreement, as Exhibit C, the form of License Agreement, and as Exhibit D, the Form of Billing Letter Agreement) (Incorporated by reference to Exhibit 10.1 to Amendment No. 6 to Schedule 13D filed by Charter Communications, Inc. and others with respect to High Speed Access Corp., filed on October 1, 2001 (File No. 005-56431)).
	2	.3(a)		Asset Purchase Agreement, dated August 29, 2001, by and between Charter Communications Entertainment I, LLC, Interlink Communications Partners, LLC, and Rifkin Acquisitions Partners, LLC and Enstar Income Program II-1, L.P., Enstar Income Program II-2, L.P., Enstar Income Program IV-3, L.P., Enstar Income/ Growth Program Six-A, L.P., Enstar IV/ PBD Systems Venture, and Enstar Cable of Macoupin County (Incorporated by reference to Exhibit 2.1 to the current report of Form 8-K filed by Enstar IV-2, L.P. on September 13, 2001 (File No. 000-15706)).
	2	.3(b)		Letter of Amendment, dated September 10, 2001, by and between Charter Communications Entertainment I, LLC, Interlink Communications Partners, LLC, and Rifkin Acquisition Partners, LLC and Enstar Income Program II-1, L.P., Enstar Income Program II-2, L.P., Enstar Income Program IV-3, L.P., Enstar Income/ Growth Program Six-A, L.P., Enstar IV/ PBD Systems Venture, and Enstar Cable of Macoupin County (Incorporated by reference to Exhibit 2.1 to the current report of Form 8-K filed by Enstar IV-2, L.P. on September 13, 2001 (File No. 000-15706)).
	2	.3(c)		Letter of Amendment, dated April 10, 2002, by and between Charter Communications Entertainment I, LLC, Interlink Communications Partners, LLC, and Rifkin Acquisition Partners, LLC and Enstar Income Program II-1, L.P., Enstar Income Program II-2, L.P., Enstar Income Program IV-3, L.P., Enstar Income/ Growth Program Six-A, L.P., Enstar IV/ PBD Systems Venture, and Enstar Cable of Macoupin County (Incorporated by reference to Exhibit 2.1 to the current report on Form 8-K filed by Enstar Income Program IV-1, L.P. on April 22, 2002 (File No. 000-15705)).
	2	.4		Asset Purchase Agreement, dated April 10, 2002, by and between Charter Communications Entertainment I, LLC, and Enstar Income Program II-1, L.P. (Incorporated by reference to Exhibit 2.2 to the current report on Form 8-K filed by Enstar Income Program II-1, L.P. on April 26, 2002 (File No. 000-14508)).

II-3

---

Table of Contents

Exhibit				Description
	3	.1(a)		Restated Certificate of Incorporation of Charter Communications, Inc. (Originally incorporated July 22, 1999) (Incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the registration statement on Form S-1 of Charter Communications, Inc. filed on October 18, 1999 (File No. 333-83887)).
	3	.1(b)		Certificate of Amendment of Restated Certificate of Incorporation of Charter Communications, Inc. filed May 10, 2001 (Incorporated by reference to Exhibit 3.1(b) to the annual report of Form 10-K of Charter Communications, Inc. filed on March 29, 2002 (File No. 000-27927).
	3	.2(a)		Amended and Restated By-laws of Charter Communications, Inc. as of November 5, 1999 (Incorporated by reference to Exhibit 3.2 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on November 14, 2001 (File No. 000-27927)).
	3	.2(b)		Fourth Amendment to Amended and Restated By-Laws of Charter Communications, Inc. adopted as of October 3, 2003 (Incorporated by reference to Exhibit No. 3.3 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on November 3, 2003 (File No. 000-27927)).
	3	.2(c)		Fifth Amendment to Amended and Restated By-Laws of Charter Communications, Inc. adopted as of October 28, 2003 (Incorporated by reference to Exhibit No. 3.3 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on November 3, 2003 (File No. 000-27927)).
	3	.2(d)		Sixth Amendment to the Amended and Restated By-Laws of Charter Communications, Inc. adopted as of September 24, 2004 (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on September 30, 2004 (File No. 000-27927)).
	3	.2(e)		Seventh Amendment to the Amended and Restated By-Laws of Charter Communications, Inc. adopted as of October 21, 2004 (Incorporated by reference to Exhibit 3.1 to the current report on Form 8-K of Charter Communications, Inc. filed on October 22, 2004 (File No. 000-27927)).
	3	.2(f)		Eighth Amendment to the Amended and Restated By-Laws of Charter Communications, Inc. adopted as of December 14, 2004 (Incorporated by reference to Exhibit 3.1 to the current report on Form 8-K of Charter Communications, Inc. filed on December 15, 2004 (File No. 000-27927)).
	4	.1		Certificate of Designation of Series A Convertible Redeemable Preferred Stock of Charter Communications, Inc. and related Certificate of Correction of Certificate of Designation (Incorporated by reference to Exhibit 3.1 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on November 14, 2001 (File No. 000-27927)).
	4	.3(b)		Supplemental Indenture, dated as of March 26, 1999, by and among Avalon Cable of Michigan Holdings, Inc., Avalon Cable LLC and Avalon Cable Holdings Finance, Inc., as issuers, Avalon Cable of Michigan, Inc., as guarantor, and The Bank of New York, as trustee for the Notes (Incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the registration statement on Form S-4 of Avalon Cable LLC, Avalon Cable Holdings Finance, Inc., Avalon Cable of Michigan Holdings, Inc. and Avalon Cable of Michigan, Inc. filed on May 28, 1999 (File No. 333-75415 and 333-75453)).
	4	.4		Indenture relating to the 8.250% Senior Notes due 2007, dated as of March 17, 1999, between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Harris Trust and Savings Bank (Incorporated by reference to Exhibit 4.1(a) to Amendment No. 2 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on June 22, 1999 (File No. 333-77499)).

II-4

---

Table of Contents

Exhibit				Description
	4	.5		Indenture relating to the 8.625% Senior Notes due 2009, dated as of March 17, 1999, among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Harris Trust and Savings Bank (Incorporated by reference to Exhibit 4.2(a) to Amendment No. 2 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on June 22, 1999 (File No. 333-77499)).
	4	.6		Indenture relating to the 9.920% Senior Discount Notes due 2011, dated as of March 17, 1999, among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Harris Trust and Savings Bank (Incorporated by reference to Exhibit 4.3(a) to Amendment No. 2 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on June 22, 1999 (File No. 333-77499)).
	4	.7		Indenture relating to the 10.00% Senior Notes due 2009, dated as of January 12, 2000, between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Harris Trust and Savings Bank (Incorporated by reference to Exhibit 4.1(a) to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on January 25, 2000 (File No. 333-95351)).
	4	.8		Indenture relating to the 10.25% Senior Notes due 2010, dated as of January 12, 2000, among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Harris Trust and Savings Bank (Incorporated by reference to Exhibit 4.2(a) to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on January 25, 2000 (File No. 333-95351)).
	4	.9		Indenture relating to the 11.75% Senior Discount Notes due 2010, dated as of January 12, 2000, among Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and Harris Trust and Savings Bank (Incorporated by reference to Exhibit 4.3(a) to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on January 25, 2000 (File No. 333-95351)).
	4	.10		Indenture relating to 5.75% Convertible Senior Notes due 2005, dated as of October 30, 2000, among Charter Communications, Inc. and BNY Midwest Trust Company as trustee (Incorporated by reference to Exhibit 10.35 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on November 14, 2000 (File No. 000-27927)).
	4	.11		Indenture dated as of January 10, 2001 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 10.750% senior notes due 2009 (Incorporated by reference to Exhibit 4.2(a) to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on February 2, 2001 (File No. 333-54902)).
	4	.12		Indenture dated as of January 10, 2001 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 11.125% senior notes due 2011 (Incorporated by reference to Exhibit 4.2(b) to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on February 2, 2001 (File No. 333-54902)).

II-5

---

Table of Contents

Exhibit				Description
	4	.13		Indenture dated as of January 10, 2001 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 13.500% senior discount notes due 2011 (Incorporated by reference to Exhibit 4.2(c) to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on February 2, 2001 (File No. 333-54902)).
	4	.14(a)		Indenture dated as of May 15, 2001 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 9.625% Senior Notes due 2009 (Incorporated by reference to Exhibit 10.2(a) to the current report on Form 8-K filed by Charter Communications, Inc. on June 1, 2001 (File No. 000-27927)).
	4	.14(b)		First Supplemental Indenture dated as of January 14, 2002 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 9.625% Senior Notes due 2009 (Incorporated by reference to Exhibit 10.2(a) to the current report on Form 8-K filed by Charter Communications, Inc. on January 15, 2002 (File No. 000-27927)).
	4	.14(c)		Second Supplemental Indenture dated as of June 25, 2002 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 9.625% Senior Notes due 2009 (Incorporated by reference to Exhibit 4.1 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 6, 2002 (File No. 000-27927)).
	4	.15(a)		Indenture dated as of May 15, 2001 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 10.000% Senior Notes due 2011 (Incorporated by reference to Exhibit 10.3(a) to the current report on Form 8-K filed by Charter Communications, Inc. on June 1, 2001 (File No. 000-27927)).
	4	.15(b)		First Supplemental Indenture dated as of January 14, 2002 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 10.000% Senior Notes due 2011 (Incorporated by reference to Exhibit 10.3(a) to the current report on Form 8-K filed by Charter Communications, Inc. on January 15, 2002 (File No. 000-27927)).
	4	.15(c)		Second Supplemental Indenture dated as of June 25, 2002 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 10.000% Senior Notes due 2011 (Incorporated by reference to Exhibit 4.2 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 6, 2002 (File No. 000-27927)).
	4	.16		Indenture dated as of May 15, 2001 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 11.750% Senior Discount Notes due 2011 (Incorporated by reference to Exhibit 10.4(a) to the current report on Form 8-K filed by Charter Communications, Inc. on June 1, 2001 (File No. 000-27927)).
	4	.17		Indenture dated May 30, 2001 between Charter Communications, Inc. and BNY Midwest Trust Company as Trustee governing 4.75% Convertible Senior Notes due 2006 (Incorporated by reference to Exhibit 4.1(b) to the current report on Form 8-K filed by Charter Communications, Inc. on June 1, 2001 (File No. 000-27927)).

II-6

---

Table of Contents

Exhibit				Description
	4	.18(a)		Indenture dated as of January 14, 2002 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 12.125% Senior Discount Notes due 2012 (Incorporated by reference to Exhibit 10.4(a) to the current report on Form 8-K filed by Charter Communications, Inc. on January 15, 2002 (File No. 000-27927)).
	4	.18(b)		First Supplemental Indenture dated as of June 25, 2002 between Charter Communications Holdings, LLC, Charter Communications Holdings Capital Corporation and BNY Midwest Trust Company as Trustee governing 12.125% Senior Discount Notes due 2012 (Incorporated by reference to Exhibit 4.3 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 6, 2002 (File No. 000-27927)).
	4	.19(a)		5.75% Mirror Note in the principal amount of $650 million dated as of October 30, 2000 made by Charter Communications Holding Company, LLC, a Delaware limited liability company, in favor of Charter Communications, Inc., a Delaware corporation (Incorporated by reference to Exhibit 4.4(a) to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 6, 2002 (File No. 000-27927)).
	4	.19(b)		5.75% Mirror Note in the principal amount of $100 million dated as of November 3, 2000 made by Charter Communications Holding Company, LLC, a Delaware limited liability company, in favor of Charter Communications, Inc., a Delaware corporation (Incorporated by reference to Exhibit 4.4(b) to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 6, 2002 (File No. 000-27927)).
	4	.20		4.75% Mirror Note in the principal amount of $632.5 million dated as of May 30, 2001, made by Charter Communications Holding Company, LLC, a Delaware limited liability company, in favor of Charter Communications, Inc., a Delaware corporation (Incorporated by reference to Exhibit 4.5 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 6, 2002 (File No. 000-27927)).
	4	.21		Indenture relating to the 10.25% Senior Notes due 2010, dated as of September 23, 2003, among CCH II, LLC, CCH II Capital Corporation and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications Inc. filed on September 26, 2003 (File No. 000-27927)).
	4	.22		Exchange and Registration Rights Agreement relating to 10.25% Senior Notes due 2010, dated as of September 23, 2003, among CCH II, LLC, CCH II Capital Corp., and the purchasers set forth on the signature pages thereto (Incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of Charter Communications, Inc. filed on September 26, 2003 (File No. 000-27927)).
	4	.23		CCI Senior Notes Exchange Agreement, dated as of September 18, 2003, by and between Charter Communications, Inc., CCH II, LLC and CCH II Capital Corp. (Incorporated by reference to Exhibit 10.4 to Charter Communications, Inc.’s current report on Form 8-K filed on September 26, 2003 (File No. 000-27927)).
	4	.24		Holdings Senior Notes Exchange Agreement, dated as of September 18, 2003, by CCH II, LLC and CCH II Capital Corp. (Incorporated by reference to Exhibit 10.5 to Charter Communications, Inc.’s current report on Form 8-K filed on September 26, 2003 (File No. 000-27927)).
	4	.25		Indenture relating to the 83/4% Senior Notes due 2013, dated as of November 10, 2003, by and among CCO Holdings, LLC, CCO Holdings Capital Corp. and Wells Fargo Bank, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to Charter Communications, Inc.’s current report on Form 8-K filed on November 12, 2003 (File No. 000-27927)).

II-7

---

Table of Contents

Exhibit				Description
	4	.26		Exchange and Registration Rights Agreement, dated as of November 10, 2003, by and between CCO Holdings, LLC and CCO Holdings Capital Corp. (Incorporated by reference to Exhibit 4.2 to Charter Communications, Inc.’s current report on Form 8-K filed on November 12, 2003 (File No. 000-27927)).
	4	.27		Indenture relating to the 8% senior second lien notes due 2012 and 83/8% senior second lien notes due 2014, dated as of April 27, 2004, by and among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp. and Wells Fargo Bank, N.A. as trustee (Incorporated by reference to Exhibit 10.32 to Amendment No. 2 to the registration statement on Form S-4 of CCH II, LLC filed on May 5, 2004 (File No. 333-111423)).
	4	.29		Indenture relating to the 5.875% convertible senior notes due 2009, dated as of November 2004, by and among Charter Communications, Inc. and Wells Fargo Bank, N.A. as trustee (Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Charter Communications, Inc. filed on November 30, 2004 (File No. 000-27927)).
	4	.30		5.875% convertible senior notes due 2009 Resale Registration Rights Agreement, dated November 22, 2004, by and among Charter Communications, Inc. and Citigroup Global Markets Inc. and Morgan Stanley and Co. Incorporated as representatives of the initial purchasers (Incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of Charter Communications, Inc. filed on November 30, 2004 (File No. 000-27927)).
	4	.31		Share Loan Registration Rights Agreement, dated November 22, 2004, by and between Charter Communications, Inc. and Citigroup Global Markets Inc. (Incorporated by reference to Exhibit 10.3 to the current report on Form 8-K of Charter Communications, Inc. filed on November 30, 2004 (File No. 000-27927)).
	4	.32		Collateral Pledge and Security Agreement, dated as of November 22, 2004, by and between Charter Communications, Inc. and Wells Fargo Bank, N.A. as trustee and collateral agent (Incorporated by reference to Exhibit 10.4 to the current report on Form 8-K of Charter Communications, Inc. filed on November 30, 2004 (File No. 000-27927)).
	4	.33		Collateral Pledge and Security Agreement, dated as of November 22, 2004 among Charter Communications, Inc., Charter Communications Holding Company, LLC and Wells Fargo Bank, N.A. as trustee and collateral agent (Incorporated by reference to Exhibit 10.5 to the current report on Form 8-K of Charter Communications, Inc. filed on November 30, 2004 (File No. 000-27927)).
	4	.34		Share Lending Agreement, dated as of November 22, 2004 between Charter Communications, Inc., Citigroup Global Markets Limited, through Citigroup Global Markets, Inc. (Incorporated by reference to Exhibit 10.6 to the current report on Form 8-K of Charter Communications, Inc. filed on November 30, 2004 (File No. 000-27927)).
	4	.35		Holdco Mirror Notes Agreement, dated as of November 22, 2004, by and between Charter Communications, Inc. and Charter Communications Holding Company, LLC (Incorporated by reference to Exhibit 10.7 to the current report on Form 8-K of Charter Communications, Inc. filed on November 30, 2004 (File No. 000-27927)).
	4	.36		Unit Lending Agreement, dated as of November 22, 2004, by and between Charter Communications, Inc. and Charter Communications Holding Company, LLC (Incorporated by reference to Exhibit 10.8 to the current report on Form 8-K of Charter Communications, Inc. filed on November 30, 2004 (File No. 000-27927)).

II-8

---

Table of Contents

Exhibit				Description
	4	.37		5.875% Mirror Convertible Senior Note due 2009, in the principal amount of $862,500,000 dated as of November 22, 2004 made by Charter Communications Holding Company, LLC, a Delaware limited liability company, in favor of Charter Communications, Inc., a Delaware limited liability company, in favor of Charter Communications, Inc., a Delaware corporation (Incorporated by reference to Exhibit 10.9 to the current report on Form 8-K of Charter Communications, Inc. filed on November 30, 2004 (File No. 000-27927)).
	4	.38		Indenture dated as of December 15, 2004 among CCO Holdings, LLC, CCO Holdings Capital Corp. and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of CCO Holdings, LLC filed on December 21, 2004 (File No. 333-112593)).
	4	.39		Exchange and Registration Rights Agreement dated December 15, 2004 by and among CCO Holdings, LLC, CCO Holdings Capital Corp, on the one hand, and Credit Suisse First Boston LLC and Citigroup Global Markets Inc, on the other hand, as representatives (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K of CCO Holdings, LLC filed on December 21, 2004 (File No. 333-112593)).
	5	.1**		Opinion regarding legality.
	8	.1**		Opinion regarding tax matters.
	10	.1		Consulting Agreement, dated as of March 10, 1999, by and between Vulcan Northwest Inc., Charter Communications, Inc. (now called Charter Investment, Inc.) and Charter Communications Holdings, LLC (Incorporated by reference to Exhibit 10.3 to Amendment No. 4 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on July 22, 1999 (File No. 333-77499)).
	10	.2		Letter Agreement, dated September 21, 1999, by and among Charter Communications, Inc., Charter Investment, Inc., Charter Communications Holding Company, Inc. and Vulcan Ventures Inc. (Incorporated by reference to Exhibit 10.22 to Amendment No. 3 to the registration statement on Form S-1 of Charter Communications, Inc. filed on October 18, 1999 (File No. 333-83887)).
	10	.3(a)		First Amended and Restated Mutual Services Agreement, dated as of December 21, 2000, by and between Charter Communications, Inc., Charter Investment, Inc. and Charter Communications Holding Company, LLC (Incorporated by reference to Exhibit 10.2(b) to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on February 2, 2001 (File No. 333-54902)).
	10	.3(b)		Letter Agreement, dated June 19, 2003, by and among Charter Communications, Inc., Charter Communications Holding Company, LLC and Charter Investment, Inc. regarding Mutual Services Agreement (Incorporated by reference to Exhibit No. 10.5(b) to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 5, 2003 (File No. 000-27927)).
	10	.3(c)		Second Amended and Restated Mutual Services Agreement, dated as of June 19, 2003 between Charter Communications, Inc. and Charter Communications Holding Company, LLC (Incorporated by reference to Exhibit 10.5(a) to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 5, 2003 (File No. 000-27927)).
	10	.4		Form of Management Agreement, dated as of November 9, 1999, by and between Charter Communications Holding Company, LLC and Charter Communications, Inc. (Incorporated by reference to Exhibit 10.2(d) to Amendment No. 3 to the registration statement on Form S-1 of Charter Communications, Inc. filed on October 18, 1999 (File No. 333-83887)).

II-9

---

Table of Contents

Exhibit				Description
	10	.5		Amended and Restated Management Agreement, dated as of June 19, 2003, between Charter Communications Operating, LLC and Charter Communications, Inc. (Incorporated by reference to Exhibit 10.4 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 5, 2003 (File No. 333-83887)).
	10	.6		Management Agreement, dated as of November 12, 1999, by and between CC VI Operating Company, LLC and Charter Communications, Inc. (Incorporated by reference to Exhibit 10.2(d) to Amendment No. 1 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on April 18, 2000 (File No. 333-77499)).
	10	.7		Management Agreement, dated as of November 12, 1999 by and between Falcon Cable Communications, LLC and Charter Communications, Inc. (Incorporated by reference to Exhibit 10.2(e) to Amendment No. 1 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on April 18, 2000 (File No. 333-77499)).
	10	.8		Form of Exchange Agreement, dated as of November 12, 1999 by and among Charter Investment, Inc., Charter Communications, Inc., Vulcan Cable III Inc. and Paul G. Allen (Incorporated by reference to Exhibit 10.13 to Amendment No. 3 to the registration statement on Form S-1 of Charter Communications, Inc. filed on October 18, 1999 (File No. 333-83887)).
	10	.9		Exchange Agreement, dated as of February 14, 2000, by and among Charter Communications, Inc., BCI (USA), LLC, William J. Bresnan, Blackstone BC Capital Partners L.P., Blackstone BC Offshore Capital Partners L.P., Blackstone Family Media, III L.P. (as assignee of Blackstone Family Investment III L.P.), TCID of Michigan, Inc., and TCI Bresnan LLC (Incorporated by reference to Exhibit 10.40 to the current report on Form 8-K of Charter Communications, Inc. filed on February 29, 2000 (File No. 000-27927)).
	10	.10(a)+		Charter Communications Holdings, LLC 1999 Option Plan (Incorporated by reference to Exhibit 10.4 to Amendment No. 4 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on July 22, 1999 (File No. 333-77499)).
	10	.10(b)+		Assumption Agreement regarding Option Plan, dated as of May 25, 1999, by and between Charter Communications Holdings, LLC and Charter Communications Holding Company, LLC (Incorporated by reference to Exhibit 10.13 to Amendment No. 6 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on August 27, 1999 (File No. 333-77499
	10	.10(c)+		Form of Amendment No. 1 to the Charter Communications Holdings, LLC 1999 Option Plan (Incorporated by reference to Exhibit 10.10(c) to Amendment No. 4 to the registration statement on Form S-1 of Charter Communications, Inc. filed on November 1, 1999 (File No. 333-83887)).
	10	.10(d)+		Amendment No. 2 to the Charter Communications Holdings, LLC 1999 Option Plan (Incorporated by reference to Exhibit 10.4(c) to the annual report on Form 10-K filed by Charter Communications, Inc. on March 30, 2000 (File No. 000-27927)).
	10	.10(e)+		Amendment No. 3 to the Charter Communications 1999 Option Plan (Incorporated by reference to Exhibit 10.14(e) to the annual report of Form 10-K of Charter Communications, Inc. filed on March 29, 2002 (File No. 000-27927).
	10	.10(f)+		Amendment No. 4 to the Charter Communications 1999 Option Plan (Incorporated by reference to Exhibit 10.10(f) to the annual report on Form 10-K of Charter Communications, Inc. filed on April 15, 2003 (File No. 000-27927)).

II-10

---

Table of Contents

Exhibit				Description
	10	.11(a)+		Charter Communications, Inc. 2001 Stock Incentive Plan (Incorporated by reference to Exhibit 10.25 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on May 15, 2001 (File No. 000-27927)).
	10	.11(b) +		Amendment No. 1 to the Charter Communications, Inc. 2001 Stock Incentive Plan (Incorporated by reference to Exhibit 10.11(b) to the annual report on Form 10-K of Charter Communications, Inc. filed on April 15, 2003 (File No. 000-27927)).
	10	.11(c)+		Amendment No. 2 to the Charter Communications, Inc. 2001 Stock Incentive Plan (Incorporated by reference to Exhibit 10.10 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on November 14, 2001 (File No. 000-27927).
	10	.11(d)+		Amendment No. 3 to the Charter Communications, Inc. 2001 Stock Incentive Plan effective January 2, 2002 (Incorporated by reference to Exhibit 10.15(c) to the annual report of Form 10-K of Charter Communications, Inc. filed on March 29, 2002 (File No. 000-27927).
	10	.11(e)+		Amendment No. 4 to the Charter Communications, Inc. 2001 Stock Incentive Plan (Incorporated by reference to Exhibit 10.11(e) to the annual report on Form 10-K of Charter Communications, Inc. filed on April 15, 2003 (File No. 000-27927)).
	10	.11(f)+		Amendment No. 5 to the Charter Communications, Inc. 2001 Stock Incentive Plan (Incorporated by reference to Exhibit 10.11(f) to the annual report on Form 10-K of Charter Communications, Inc. filed on April 15, 2003 (File No. 000-27927)).
	10	.11(g)+		Description of Long-Term Incentive Program to the Charter Communications, Inc. 2001 Stock Incentive Plan (Incorporated by reference to Exhibit 10.11 to the annual report on Form 10-K filed by Charter Communications, Inc. on March 15, 2004 (File No. 000-27927)).
	10	.12(a)+		Letter Agreement, dated May 25, 1999, between Charter Communications, Inc. and Marc Nathanson (Incorporated by reference to Exhibit 10.36 to the registration statement on Form S-4 of Charter Communications Holdings, LLC and Charter Communications Holdings Capital Corporation filed on January 25, 2000 (File No. 333-95351)).
	10	.12(b)+		Letter Agreement, dated March 27, 2000, between CC VII Holdings, LLC and Marc Nathanson, amending the Letter Agreement dated May 25, 1999 (Incorporated by reference to Exhibit 10.13(b) to the annual report on Form 10-K of Charter Communications, Inc. filed on April 15, 2003 (File No. 000-27927)).
	10	.13+		Employment Agreement between Charter Communications, Inc. and Margaret A. “Maggie” Bellville, entered into as of April 27, 2003 (Incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on November 3, 2003 (File No. 000-27927)).
	10	.14+		Employment Agreement, dated as of October 8, 2001, by and between Carl E. Vogel and Charter Communications, Inc. (Incorporated by reference to Exhibit 10.4 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on November 14, 2001 (File No. 000-27927)).
	10	.15+		Employment Agreement, dated as of October 18 2001, by and between Stephen E. Silva and Charter Communications, Inc. (Incorporated by reference to Exhibit 10.5 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on November 14, 2001 (File No. 000-27927)).
	10	.16		Amended and Restated Credit Agreement among Charter Communications Operating, LLC, CCO Holdings, LLC and certain lenders and agents named therein dated April 27, 2004 (Incorporated by reference to Exhibit 10.25 to Amendment No. 2 to the registration statement on Form S-4 of CCH II, LLC filed on May 5, 2004 (File No. 333-111423)).

II-11

---

Table of Contents

Exhibit				Description
	10	.17		Amended and Restated Limited Liability Company Agreement for Charter Communications Holding Company, LLC made as of August 31, 2001 (Incorporated by reference to Exhibit 10.9 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on November 14, 2001 (File No. 000-27927)).
	10	.18		Amended and Restated Limited Liability Company Agreement for CC VIII, LLC, dated as of March 31, 2003 (Incorporated by reference to Exhibit 10.27 to the annual report on Form 10-K of Charter Communications, Inc. filed on April 15, 2003 (File No. 000-27927)).
	10	.19		Amended and Restated Limited Liability Company Agreement of Charter Communications Operating, LLC, dated as of June 19, 2003 (Incorporated by reference to Exhibit No. 10.2 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 5, 2003 (File No. 000-27927)).
	10	.20(a)		Commitment letter, dated April 14, 2003, from Vulcan Inc. to Charter Communications VII, LLC (Incorporated by reference to Exhibit No. 10.28 to the annual report on Form 10-K filed by Charter Communications, Inc. on April 15, 2003 (File No. 000-27927)).
	10	.20(b)		Letter from Vulcan Inc. dated June 30, 2003 amending the Commitment Letter, dated April 14, 2003 (Incorporated by reference to Exhibit No. 10.3(b) to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on August 5, 2003 (File No. 000-27927)).
	10	.20(c)		Notice of Termination of Commitment, dated November 14, 2003 (Incorporated by reference to Exhibit 10.8(c) to the registration statement on Form S-4 of CCO Holdings, LLC filed on February 6, 2004 (File No. 333-112593)).
	10	.21a+		Employment Offer Letter, dated December 2, 2003 by and between Charter Communications, Inc. and Derek Chang (Incorporated by reference to Exhibit 10.24 to the annual report on Form 10-K filed by Charter Communications, Inc. on March 15, 2004 (File No. 000-27927)).
	10	.21b+		Amendment to Employment Offer Letter, dated January 27, 2005, by and between Charter Communications, Inc. and Derek Chang (incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed January 28, 2005 (File No. 000-27927)).
	10	.22+		Employment Offer Letter, dated December 17, 2003 by and between Charter Communications, Inc. and Michael Huseby (Incorporated by reference to Exhibit 10.25 to the annual report on Form 10-K filed by Charter Communications, Inc. on March 15, 2004 (File No. 000-27927)).
	10	.23+		Separation Agreement and Release for Margaret A. Bellville, dated as of September 16, 2004 (Incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q filed by Charter Communications, Inc. on November 4, 2004 (File No. 000-27927)).
	10	.24		Letter Agreement between Charter Communications, Inc. and Charter Investment Inc. and Vulcan Cable III Inc. amending the Amended and Restated Limited Liability Company Agreement of Charter Communications Holding Company, LLC, dated as of November 22, 2004 (Incorporated by reference to Exhibit 10.10 to the current report on Form 8-K of Charter Communications, Inc. filed on November 30, 2004 (File No. 000-27927)).
	10	.25+		Executive Services Agreement, dated as of January 17, 2005, between Charter Communications, Inc. and Robert P. May (Incorporated by reference to Exhibit 99.1 to the current report on Form 8-K of Charter Communications, Inc. filed on January 21, 2005 (File No. 000-27927)).
	21	.1**		Subsidiaries of Charter Communications, Inc.
	23	.1*		Consent of KPMG LLP
	23	.2**		Consent of Irell & Manella LLP

II-12

---

Table of Contents

Exhibit				Description
	24	.1		Power of Attorney of Robert P. May (included on the signature page hereto).
	24	.2***		Power of Attorney of Directors and Officers prior to the appointment of Robert P. May as Interim President and Chief Executive Officer (filed with signature pages of the Form S-1 filed on December 10, 2004).
	25	.1**		Statement of Eligibility of Trustee.

*	Filed herewith
**	To be filed by amendment
***	Previously filed

+	Management compensatory plan or arrangement

Item 17.	Undertakings

	(1) For purpose of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(2) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective
	(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate

II-13

---

Table of Contents

	offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

II-14

---

Table of Contents

	Charter Communications, Inc.,
	Registrant

	By:	/s/ Robert P. May

	Robert P. May
	Interim President and Chief Executive Officer

Signature				Title		Date
*   Paul G. Allen				Chairman of the Board of Directors		February 4, 2005
/s/ Robert P. May   Robert P. May				Interim President, Chief Executive Officer, Director (Principal Executive Officer)		February 4, 2005
*   Derek Chang				Executive Vice President and Interim Co-Chief Financial Officer (Principal Financial Officer)		February 4, 2005
*   Paul E. Martin				Senior Vice President, Controller and Interim Co-Chief Financial Officer (Principal Accounting Officer)		February 4, 2005

II-15

---

Table of Contents

Signature				Title		Date
*   W. Lance Conn				Director		February 4, 2005
*   Jonathan L. Dolgen				Director		February 4, 2005
*   Charles M. Lillis				Director		February 4, 2005
*   Robert P. May				Director		February 4, 2005
*   David C. Merritt				Director		February 4, 2005
*   Marc B. Nathanson				Director		February 4, 2005
*   Jo Allen Patton				Director		February 4, 2005
*   John H. Tory				Director		February 4, 2005
*   Larry W. Wangberg				Director		February 4, 2005
*By:		/s/ Curtis S. Shaw   Curtis S. Shaw Attorney-in-fact

II-16

(KPMG LOGO)

                                                                         EX 23.1











            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors
Charter Communications, Inc.:


We consent to the use of our report dated March 1, 2004 included herein and to
the reference to our firm under the heading "Experts" in the prospectus.



                                  /s/ KPMG LLP


St. Louis, Missouri
February 4, 2005