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EXCHANGE OFFER PROSPECTUS	Filed Pursuant to Rule 424(b)(3)

	•	$417.75 in cash,
	•	100 shares of Charter’s Class A Common Stock, par value $0.001 (the “Class A Common Stock”) and
	•	$325.00 principal amount of 10.25% Senior Notes due 2010 issued by CCH II (the “CCH II Notes”), as an add-on to its currently outstanding series.

Citigroup	Banc of America Securities LLC

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		Page
IMPORTANT			ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			iv
SUMMARY			1
RISK FACTORS			23
QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER			45
PRICE RANGE OF COMMON STOCK			51
BOOK VALUE PER COMMON SHARE			51
USE OF PROCEEDS			51
CAPITALIZATION			52
UNAUDITED PRO FORMA CONSOLIDATED FINANCIALS			57
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA			73
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CCH II, LLC			110
CCHC, LLC, CCH II, LLC AND CCH II CAPITAL CORP.			141
DESCRIPTION OF THE EXCHANGE OFFER			142
BUSINESS			149
REGULATION AND LEGISLATION			165
MANAGEMENT			170
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			193
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			197
DESCRIPTION OF OTHER INDEBTEDNESS			210
DESCRIPTION OF CAPITAL STOCK AND MEMBERSHIP UNITS			232
SHARES ELIGIBLE FOR FUTURE SALE			242
DESCRIPTION OF THE CCH II NOTES			244
BOOK ENTRY, DELIVERY AND FORM			278
DESCRIPTION OF THE CONVERTIBLE NOTES			281
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES			304
INTEREST OF DIRECTORS AND OFFICERS IN THE TRANSACTION			312
DEALER MANAGERS			312
INFORMATION AGENT			312
EXCHANGE AGENT			312
FEES AND EXPENSES			312
LEGAL MATTERS			313
EXPERTS			313
WHERE YOU CAN FIND MORE INFORMATION			313
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS			II-1
SIGNATURES			S-1
POWER OF ATTORNEY			S-1
SIGNATURES			S-3
POWER OF ATTORNEY			S-3
SIGNATURES			S-5
POWER OF ATTORNEY			S-5

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	•	to waive any and all conditions to the Exchange Offer;
	•	to extend the Exchange Offer;
	•	to terminate the Exchange Offer, but only if any condition to the Exchange Offer is not satisfied (see “Description of the Exchange Offer — Conditions to the Exchange Offer”); or
	•	otherwise to amend the Exchange Offer in any respect; however, the Offerors do not currently intend to change the amount of Class A Common Stock offered to more than 134 shares or less than 67 shares per $1,000 principal amount of Convertible Notes.

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	•	the availability, in general, 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 and, in particular, our ability to be able to provide under applicable debt instruments and applicable law such funds (by dividend, investment or otherwise) to the applicable obligor of such debt;
	•	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 pay or refinance debt prior to or when it becomes due and/or to take advantage of market opportunities and market windows to refinance that debt through new issuances, exchange offers or otherwise, including restructuring our balance sheet and leverage position;
	•	our ability to sustain and grow revenues and cash flows from operating activities by offering video, high-speed Internet, telephone and other services and to maintain and grow a stable customer base, particularly in the face of increasingly aggressive competition from other service providers;
	•	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 authorities, on our business.

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	•	received less than reasonably equivalent value or fair consideration for the CCH II Notes; and
	•	was insolvent or rendered insolvent by reason of the incurrence;
	•	was engaged in a business or transaction for which its remaining assets constituted an unreasonably small capital; or
	•	intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they became due.

	•	the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;
	•	the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or
	•	it could not pay its debts as they became due.

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	•	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.

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	•	the lenders under Charter Operating’s credit facilities and the holders of our subsidiaries’ other debt instruments will have the right to be paid in full before us from any of our subsidiaries’ assets; and
	•	the other holders of preferred membership interests in CCH I’s subsidiary, CC VIII, would have a claim on a portion of its assets that may reduce the amounts available for repayment to holders of our outstanding notes.

	•	require us to dedicate a significant portion of our cash flow from operating activities to make 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 portion of our borrowings are, and will continue to be, at variable rates of interest;
	•	expose us to increased interest expense as we refinance all existing lower interest rate instruments;
	•	adversely affect our relationship with customers and suppliers;
	•	limit our ability to borrow additional funds in the future, if we need them, due to applicable financial and restrictive covenants in our debt; and

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	•	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 noteholders.

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

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	•	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;
	•	how the Class A Common Stock trades 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.

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	•	rules governing the provision of cable equipment and compatibility with new digital technologies;
	•	rules and regulations relating to subscriber privacy;
	•	limited rate regulation;
	•	requirements governing when a cable system must carry a particular broadcast station and when it must first obtain consent to carry a broadcast station;
	•	rules and regulations relating to provision of voice communications;
	•	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.

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	•	$417.75 in cash,
	•	100 shares of Class A Common Stock and
	•	$325.00 principal amount of CCH II Notes.

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		High				Low
2004
First quarter		$	5.43			$	3.99
Second quarter			4.70				3.61
Third quarter			3.90				2.61
Fourth quarter			3.01				2.03
2005
First quarter		$	2.30			$	1.35
Second quarter			1.53				0.90
Third quarter			1.71				1.14
Fourth quarter			1.50				1.12
2006
First quarter		$	1.25			$	0.94
Second quarter			1.38				1.03
Third quarter through September 12, 2006			1.56				1.11

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	•	cash and cash equivalents of Charter;
	•	the actual (historical) capitalization of Charter;
	•	the actual as adjusted capitalization of Charter after giving effect to:

	(1)	the completed and scheduled disposition of certain assets for total proceeds of $971 million and the temporary use of such proceeds to reduce amounts outstanding under our revolving credit facility; and
	(2)	the Private Exchange Offers Pro Forma Adjustments.

	•	the capitalization of Charter, on a pro forma basis to reflect the Private Exchange Offers Pro Forma Adjustments and the Exchange Offer Pro Forma Adjustments.

				As of June 30, 2006
								As
				Actual				Adjusted				Pro Forma
				(Dollars in millions, unaudited)
Cash and cash equivalents				$	56			$	175			$	—
Long-Term Debt:
	Charter Communications, Inc.
		5.875% convertible senior notes due 2009			848				848				424
	Charter Communications Holdings, LLC:
		Senior and senior discount notes(a)			1,757				931				931
	CCH I Holdings, LLC:
		Senior and senior discount notes(b)(c)			2,520				2,520				2,520
	CCH I, LLC:
		11.000% senior notes due 2015			3,678				4,174				4,174
	CCH II, LLC:
		10.250% senior notes due 2010			2,042				2,247				2,389
	CCO Holdings:
		83/4% senior notes due 2013			795				795				795
		Senior floating rate notes due 2010			550				550				550

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				As of June 30, 2006
								As
				Actual				Adjusted				Pro Forma
				(Dollars in millions, unaudited)
	Charter Operating:
		8.000% senior second lien notes due 2012			1,100				1,100				1,100
		83/8% senior second lien notes due 2014			770				770				770
Credit Facilities:
	Charter Operating(d)				5,800				5,000				5,015
		Total long-term debt			19,860				18,935				18,668
Note Payable — Related Party(e)					53				53				53
Preferred stock — redeemable(f)					4				4				4
Minority Interest(g)					189				189				189
Shareholders’ Deficit					(5,762	)			(5,444	)			(5,359	)
Total Capitalization				$	14,344			$	13,737			$	13,555

(a)		Represents the following Charter Holdings notes:

			As of June 30, 2006
			(Dollars in millions)
8.250% senior notes due 2007			$	105
8.625% senior notes due 2009				292
9.920% senior discount notes due 2011				198
10.000% senior notes due 2009				154
10.250% senior notes due 2010				49
11.750% senior discount notes due 2010				43
10.750% senior notes due 2009				131
11.125% senior notes due 2011				217
13.500% senior discount notes due 2011				94
9.625% senior notes due 2009				107
10.000% senior notes due 2011				136
11.750% senior discount notes due 2011				125
12.125% senior discount notes due 2012				106
	Total		$	1,757

(b)		Represents the following CIH notes:

			As of June 30, 2006
			(Dollars in millions)
11.125% senior notes due 2014			$	151
9.920% senior discount notes due 2014				471
10.000% senior notes due 2014				299
11.750% senior discount notes due 2014				815
13.500% senior discount notes due 2014				581
12.125% senior discount notes due 2015				203
	Total		$	2,520

(c)		Certain of the CIH notes and CCH I notes issued in exchange for Charter Holdings notes in 2005 and certain of the CCH I notes and CCH II notes to be issued in the Private Exchange Offers are

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		recorded at the historical book values of the Charter Holdings notes for financial reporting purposes as opposed to the current accreted value for legal purposes and notes indenture purposes (which, for both purposes, is the amount that would become payable if the debt becomes immediately due). As of June 30, 2006, the accreted value of Charter’s debt for legal purposes and notes indenture purposes is approximately $19.4 billion.

(d)		As of June 30, 2006, our potential availability under our credit facilities totaled approximately $900 million, none of which was limited by covenant restrictions. However, pro forma for the closing of the asset sales on July 1, 2006, and the related application of net proceeds to repay amounts outstanding under our revolving credit facility, potential availability under our credit facilities as of June 30, 2006 would have been approximately $1.7 billion, although actual availability would have been limited to $1.3 billion because of limits imposed by covenant restrictions.
(e)		Represents an exchangeable accreting note issued by CCHC in relation to the CC VIII settlement. 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.”
(f)		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 or 7.75% if not paid but accrued. Beginning January 1, 2005 and through September 30, 2005, Charter accrued the dividend on its Series A Convertible Redeemable Preferred Stock. 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. In November 2005, we repurchased 508,546 shares of the preferred stock. 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.
(g)		Minority interest represents preferred membership interests in CC VIII. Paul G. Allen held 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. There was an issue regarding the ultimate ownership of the CC VIII membership interests following the consummation of the Bresnan put transaction on June 6, 2003. This dispute was settled October 31, 2005. 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.”

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	•	cash and cash equivalents of CCH II;
	•	the actual (historical) capitalization CCH II;
	•	the actual as adjusted capitalization of CCH II after giving effect to:

	(1)	the completed and scheduled disposition of certain assets for total proceeds of $971 million and the temporary use of such proceeds to reduce amounts outstanding under our revolving credit facility; and
	(2)	the Private Exchange Offers Pro Forma Adjustments.

	•	the capitalization of CCH II, on a pro forma basis to reflect the Private Exchange Offers Pro Forma Adjustments and the Exchange Offer Pro Forma Adjustments.

				As of June 30, 2006
				Actual				As Adjusted				Pro Forma
				(Dollars in millions, unaudited)
Cash and cash equivalents				$	44			$	170			$	—
Long-Term Debt:
	CCH II, LLC:
		10.250% senior notes due 2010			2,042				2,247				2,389
	CCO Holdings:
		83/4% senior notes due 2013			795				795				795
		Senior floating rate notes due 2010			550				550				550
	Charter Operating:
		8.000% senior second lien notes due 2012			1,100				1,100				1,100
		83/8% senior second lien notes due 2014			770				770				770

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				As of June 30, 2006
				Actual				As Adjusted				Pro Forma
				(Dollars in millions, unaudited)
Credit Facilities:
	Charter Operating(a)				5,800				5,000				5,015
		Total long-term debt			11,057				10,462				10,619
Loans Payable — Related Party					109				109				109
Minority Interest(b)					631				631				631
Member’s Equity					2,648				2,621				2,301
Total Capitalization				$	14,445			$	13,823			$	13,660

(a)		As of June 30, 2006, our potential availability under our credit facilities totaled approximately $900 million, none of which was limited by covenant restrictions. However, pro forma for the closing of the asset sales on July 1, 2006, and the related application of net proceeds to repay amounts outstanding under our revolving credit facility, potential availability under our credit facilities as of June 30, 2006 would have been approximately $1.7 billion, although actual availability would have been limited to $1.3 billion because of limits imposed by covenant restrictions.
(b)		Minority interest consists of preferred membership interests in CC VIII. This preferred interest arises from approximately $630 million of preferred membership units issued by CC VIII in connection with an acquisition in February 2000 and was the subject of a dispute between Charter and Mr. Allen, Charter’s Chairman and controlling shareholder that was settled October 31, 2005. 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.”

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	(1) the redemption in March 2005 of all (approximately $113 million principal amount) of CC V Holdings, LLC’s outstanding 11.875% senior discount notes due 2008 with cash on hand;
	(2) the issuance and sale of $300 million of 83/4% CCO Holdings senior notes in August 2005 and the use of a portion of such proceeds to pay financing costs and accrued interest in the September 2005 exchange transaction referenced below;
	(3) the exchange in September 2005 of approximately $3.4 billion principal amount of Charter Holdings’ notes scheduled to mature in 2009 and 2010 for CCH I notes and the exchange of approximately $3.4 billion principal amount of Charter Holdings’ notes scheduled to mature in 2011 and 2012 for CIH notes and CCH I notes;
	(4) the issuance and sale of $450 million principal amount of 10.250% CCH II senior notes in January 2006 and the use of such proceeds to pay down credit facilities.
	(5) the refinancing of the Charter Operating credit facilities in April 2006 and the related reductions in interest rate margins on the term loan;
	(6) the acquisition of certain assets in January 2006 for approximately $42 million;
	(7) the completed and scheduled disposition of certain assets for total proceeds of $971 million and the use of such proceeds to reduce amounts outstanding under our revolving credit facility;
	(8) the issuance of $200 million principal amount of CCH II 2013 notes and $530 million principal amount of CCH I notes in exchange for 50% of the outstanding Charter Holdings’ notes of each outstanding series pursuant to the Private Exchange Offers (the “Private Exchange Offers Pro Forma Adjustments”); and
	(9) the issuance of $140 million principal amount of CCH II Notes, 43 million shares of Class A Common Stock and the use of $180 million in cash in exchange for 50% of the outstanding Convertible Notes pursuant to the Exchange Offer (the “Exchange Offer Pro Forma Adjustments”).

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																Private
								Acquisition/				Prior Financing				Exchange								Exchange
				Historical				Dispositions(a)				Transactions(b)				Offers(c)				As Adjusted				Offer(d)				Pro Forma
				(Dollars in millions)
REVENUES
	Video			$	1,684			$	(29	)		$	—			$	—			$	1,655			$	—			$	1,655
	High-speed Internet				506				(7	)			—				—				499				—				499
	Telephone				49				—				—				—				49				—				49
	Advertising sales				147				(2	)			—				—				145				—				145
	Commercial				149				(4	)			—				—				145				—				145
	Other				168				(3	)			—				—				165				—				165
					2,703				(45	)			—				—				2,658				—				2,658
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				1,215				(24	)			—				—				1,191				—				1,191
	Selling, general and administrative				551				(7	)			—				—				544				—				544
	Depreciation and amortization				690				(5	)			—				—				685				—				685
	Asset impairment charges				99				(99	)			—				—				—				—				—
	Other operating expenses, net				10				—				—				—				10				—				10
					2,565				(135	)			—				—				2,430				—				2,430
		Operating income from continuing operations			138				90				—				—				228				—				228
	Interest expense, net				(943	)			26				7				4				(906	)			10				(896	)
	Other income (expense), net				(10	)			—				27				—				17				—				17
					(953	)			26				34				4				(889	)			10				(879	)
	Loss from continuing operations before income taxes				(815	)			116				34				4				(661	)			10				(651	)
INCOME TAX EXPENSE					(60	)			(19	)			—				—				(79	)			—				(79	)
	Loss from continuing operations			$	(875	)		$	97			$	34			$	4			$	(740	)		$	10			$	(730	)
Loss from continuing operations per common share, basic and diluted				$	(2.76	)														$	(2.33	)						$	(2.02	)
Weighted — average common shares outstanding, basic and diluted					317,531,492																317,531,492				43,125,000				360,656,492

(a)		Represents the elimination of operating results related to the disposition of certain cable systems in July 2006 and the announced disposition of certain cable systems scheduled to close in the third quarter of 2006 as discussed in assumption (7).
(b)		Represents the adjustment to interest expense associated with the completion of the financing transactions discussed in assumptions (4) and (5) (in millions):

Reduction in interest expense on the April 2006 refinancing of Charter Operating credit facilities		$	(9	)
Interest on $450 million principal amount of CCH II 10.250% senior notes issued in January 2006			2
Net decrease in interest expense		$	(7	)

		Adjustment to other income (expense), net represents the elimination of the write-off of deferred financing fees and third party costs related to the Charter Operating refinancing in April 2006.

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(c)		Represents the adjustment to interest expense associated with the Private Exchange Offers Pro Forma Adjustments (in millions):

Interest on new CCH I and CCH II senior notes issued in August 2006		$	41
Amortization of deferred gain and deferred financing costs			(2	)
Historical interest expense on Charter Holdings and CIH notes exchanged for new CCH I and CCH II notes			(43	)
Net decrease in interest expense						$	(4	)

(d)		Represents the adjustment to interest expense associated with the Exchange Offer Pro Forma Adjustments (in millions):

Interest on new CCH II senior notes issued in August 2006		$	7
Historical interest expense on Charter convertible notes			(15	)
Amortization of deferred financing costs			(2	)
Net decrease in interest expense						$	(10	)

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															Private
							Acquisition/				Prior Financing				Exchange								Exchange
			Historical				Dispositions(a)				Transactions(b)				Offers(c)				As Adjusted				Offer(d)				Pro Forma
			(Dollars in millions)
REVENUES
	Video		$	3,248			$	(53	)		$	—			$	—			$	3,195			$	—			$	3,195
	High-speed Internet			875				(7	)			—				—				868				—				868
	Telephone			36				5				—				—				41				—				41
	Advertising sales			284				(4	)			—				—				280				—				280
	Commercial			266				(6	)			—				—				260				—				260
	Other			324				(5	)			—				—				319				—				319
				5,033				(70	)			—				—				4,963				—				4,963
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)			2,203				(31	)			—				—				2,172				—				2,172
	Selling, general and administrative			1,012				(9	)			—				—				1,003				—				1,003
	Depreciation and amortization			1,443				(11	)			—				—				1,432				—				1,432
	Asset impairment charges			39				(39	)			—				—				—				—				—
	Other operating expenses, net			32				—				—				—				32				—				32
				4,729				(90	)			—				—				4,639				—				4,639
	Operating income from continuing operations			304				20				—				—				324				—				324
	Interest expense, net			(1,789	)			34				40				8				(1,707	)			20				(1,687	)
	Other income (expense), net			594				—				(485	)			—				109				—				109
				(1,195	)			34				(445	)			8				(1,598	)			20				(1,578	)
	Loss from continuing operations before income taxes			(891	)			54				(445	)			8				(1,274	)			20				(1,254	)
INCOME TAX EXPENSE				(112	)			2				—				—				(110	)			—				(110	)
	Loss from continuing operations		$	(1,003	)		$	56			$	(445	)		$	8			$	(1,384	)		$	20			$	(1,364	)
Loss from continuing operations per common share, basic and diluted			$	(3.24	)														$	(4.47	)						$	(3.87	)
Weighted — average common shares outstanding, basic and diluted				310,159,047																310,159,047				43,125,000				353,284,047

(a)		Represents the elimination of operating results related to the disposition of certain cable systems in July 2005, July 2006 and the announced disposition of certain cable systems scheduled to close in the third quarter of 2006 and the inclusion of operating results related to the acquisition of certain cable systems in January 2006 as discussed in assumptions (6) and (7).
(b)		Represents the adjustment to interest expense associated with the completion of the financing transactions discussed in assumptions (1) through (5) (in millions):

Reduction in interest expense on the Charter Operating refinancing in April 2006						$	(26	)
Interest on $450 million principal amount of CCH II 10.250% senior notes issued in January 2006			48
Amortization of deferred financing costs			2
Historical interest expense for Charter Operating’s revolving credit facility			(32	)
							18

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Interest on new CCH I notes issued in September 2005 in exchange for CCH notes			279
Amortization of deferred financing costs			5
Historical interest expense on CCH notes exchanged for CCH I notes			(327	)
							(43	)
Interest on $300 million of CCO Holdings 83/4% senior notes issued in August 2005			16
Amortization of deferred financing costs			1
							17
Historical interest expense on Charter Operating’s revolving credit facility repaid with cash on hand in February 2005							(3	)
Historical interest expense on CC V Holdings, LLC 11.875% senior discount notes repaid with cash on hand in March 2005							(3	)
Net decrease in interest expense						$	(40	)

		Adjustment to other income (expense), net represents the elimination of gains related to the exchange of Charter Holdings notes for CCH I and CIH notes issued in September 2005 and the elimination of losses related to the redemption of CC V Holdings, LLC 11.875% notes due 2008.
(c)		Represents the adjustment to interest expense associated with the Private Exchange Offers Pro Forma Adjustments (in millions):

Interest on new CCH I and CCH II senior notes issued in August 2006		$	81
Amortization of deferred gain and deferred financing costs			(3	)
Historical interest expense on Charter Holdings and CIH notes exchanged for new CCH I and CCH II notes			(86	)
Net decrease in interest expense						$	(8	)

(d)		Represents the adjustment to interest expense associated with the Exchange Offer Pro Forma Adjustments (in millions):

Interest on new CCH II senior notes issued in August 2006		$	14
Historical interest expense on Charter convertible notes			(30	)
Amortization of deferred financing costs			(4	)
Net decrease in interest expense						$	(20	)

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																Private
								Acquisition/				Prior Financing				Exchange								Exchange
				Historical				Dispositions(a)				Transactions(b)				Offers(c)				As Adjusted				Offer(d)				Pro Forma
				(Dollars in millions)
REVENUES
	Video			$	1,623			$	(27	)		$	—			$	—			$	1,596			$	—			$	1,596
	High-speed Internet				425				(3	)			—				—				422				—				422
	Telephone				14				3				—				—				17				—				17
	Advertising sales				135				(2	)			—				—				133				—				133
	Commercial				128				(3	)			—				—				125				—				125
	Other				156				(3	)			—				—				153				—				153
					2,481				(35	)			—				—				2,446				—				2,446
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				1,081				(15	)			—				—				1,066				—				1,066
	Selling, general and administrative				483				(7	)			—				—				476				—				476
	Depreciation and amortization				730				—				—				—				730				—				730
	Asset impairment charges				39				(39	)			—				—				—				—				—
	Other operating expenses, net				6				—				—				—				6				—				6
					2,339				(61	)			—				—				2,278				—				2,278
		Operating income from continuing operations			142				26				—				—				168				—				168
	Interest expense, net				(871	)			11				23				4				(833	)			10				(823	)
	Other income, net				49				—				5				—				54				—				54
					(822	)			11				28				4				(779	)			10				(769	)
	Loss from continuing operations before income taxes				(680	)			37				28				4				(611	)			10				(601	)
INCOME TAX EXPENSE					(56	)			1				—				—				(55	)			—				(55	)
	Loss from continuing operations			$	(736	)		$	38			$	28			$	4			$	(666	)		$	10			$	(656	)
Loss from continuing operations per common share, basic and diluted				$	(2.43	)														$	(2.20	)						$	(1.90	)
Weighted — average common shares outstanding, basic and diluted					303,465,474																303,465,474				43,125,000				346,590,474

(a)		Represents the elimination of operating results related to the disposition of certain cable systems in July 2005, July 2006 and the announced disposition of certain cable systems scheduled to close in the third quarter of 2006 and the inclusion of operating results related to the acquisition of certain cable systems in January 2006 as discussed in assumptions (6) and (7).

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(b)		Represents the adjustment to interest expense associated with the completion of the financing transactions discussed in assumptions (1) through (5) (in millions):

Reduction in interest expense on the Charter Operating refinancing in April 2006						$	(13	)
Interest on $450 million principal amount of CCH II 10.250% senior notes issued in January 2006			24
Amortization of deferred financing costs			1
Historical interest expense for Charter Operating’s revolving credit facility			(14	)
							11
Interest on new CCH I notes issued in September 2005 in exchange for CCH notes			186
Write off of deferred financing costs			(3	)
Historical interest expense on CCH notes exchanged for CCH I notes			(211	)
							(28	)
Interest on $300 million of CCO Holdings 83/4% senior notes issued in August 2005							13
Historical interest expense on Charter Operating’s revolving credit facility repaid with cash on hand in February 2005							(3	)
Historical interest expense on CC V Holdings, LLC 11.875% senior discount notes repaid with cash on hand in March 2005							(3	)
Net decrease in interest expense						$	(23	)

		Adjustment to other income, net represents the elimination of losses related to the redemption of CC V Holdings, LLC 11.875% notes due 2008.
(c)		Represents the adjustment to interest expense associated with the Private Exchange Offers Pro Forma Adjustments (in millions):

Interest on new CCH I and CCH II senior notes issued in August 2006		$	41
Amortization of deferred gain and deferred financing costs			(2	)
Historical interest expense on Charter Holdings and CIH notes exchanged for new CCH I and CCH II notes			(43	)
Net decrease in interest expense						$	(4	)

(d)		Represents the adjustment to interest expense associated with the Exchange Offer Pro Forma Adjustments (in millions):

Interest on new CCH II senior notes issued in August 2006		$	7
Historical interest expense on Charter convertible notes			(15	)
Write off of deferred financing costs			(2	)
Net decrease in interest expense						$	(10	)

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												Private
								Acquisition/				Exchange				As				Exchange
				Historical				Dispositions(a)				Offers(b)				Adjusted				Offer(c)				Pro Forma
				(Dollars in millions)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	56			$	148			$	(29	)		$	175			$	(175	)		$	—
	Accounts receivable, net				180				—				—				180				—				180
	Prepaid expenses and other current assets				84				—				—				84				—				84
	Assets held for sale				768				(768	)			—				—				—				—
		Total current assets			1,088				(620	)			(29	)			439				(175	)			264
INVESTMENT IN CABLE PROPERTIES:
	Property, plant and equipment, net				5,392				—				—				5,392				—				5,392
	Franchises, net				9,280				—				—				9,280				—				9,280
		Total investment in cable properties, net			14,672				—				—				14,672				—				14,672
OTHER NONCURRENT ASSETS					385				—				—				385				(11	)			374
		Total assets		$	16,145			$	(620	)		$	(29	)		$	15,496			$	(186	)		$	15,310
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES:
	Accounts payable and accrued expenses			$	1,220			$	—			$	(22	)		$	1,198			$	(4	)		$	1,194
	Liabilities held for sale				20				(20	)			—				—				—				—
		Total current liabilities			1,240				(20	)			(22	)			1,198				(4	)			1,194
LONG-TERM DEBT					19,860				(800	)			(125	)			18,935				(267	)			18,668
NOTE PAYABLE — RELATED PARTY					53				—				—				53				—				53
DEFERRED MANAGEMENT FEES — RELATED PARTY					14				—				—				14				—				14
OTHER LONG-TERM LIABILITIES					547				—				—				547				—				547
MINORITY INTEREST					189				—				—				189				—				189
PREFERRED STOCK — REDEEMABLE; $.001 par value; 1 million shares authorized; 36,713 shares issued and outstanding					4				—				—				4				—				4
SHAREHOLDERS’ DEFICIT:
	Class A Common stock; $.001 par value; 1.75 billion shares authorized; 438,474,028 and 416,204,671 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				5,240				—				—				5,240				—				5,240
	Accumulated deficit				(11,007	)			200				118				(10,689	)			85				(10,604	)
	Accumulated other comprehensive income				5				—				—				5				—				5
		Total shareholders’ deficit			(5,762	)			200				118				(5,444	)			85				(5,359	)
		Total liabilities and shareholders’ deficit		$	16,145			$	(620	)		$	(29	)		$	15,496			$	(186	)		$	15,310

(a)		Represents the elimination of assets and liabilities sold or to be sold in the completed and scheduled disposition of certain cable systems and the related use of the proceeds to reduce amounts outstanding under our revolving

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		credit facility and for general corporate purposes. Adjustment to equity represents the expected gain on the sale of the assets as discussed in assumption (7).
(b)		Adjustment to cash represents the payment of approximately $7 million of transaction fees and approximately $22 million of accrued interest related to the Charter Holdings notes exchanged for CCH I and CCH II notes. Adjustment to accounts payable and accrued expenses represents payment of accrued interest related to the Charter Holdings notes. Adjustment to equity represents the net gain expected to be recognized on the exchange. Adjustment to long-term debt is detailed below.

Accreted value of Charter Holdings notes exchanged			$	(826	)
Fair value of CCH II notes issued				200
Fair value of CCH I notes issued				477
Gain on exchange deferred				24
	Net decrease in long-term debt		$	(125	)

(c)		Adjustment to cash represents use of cash to pay the cash portion of the consideration paid to repurchase the Charter convertible notes. Adjustment to other assets represents the payment of approximately $5 million of fees and the write-off of approximately $16 million of unamortized deferred financing costs associated with the Charter converts repurchased. Adjustment to accounts payable and accrued expenses represents payment of accrued interest related to the Charter convertible notes. Adjustments to long-term debt and shareholders’ deficit are detailed below.

Accreted value of Charter convertible notes exchanged			$	(424	)
Fair value of CCH II notes issued				142
Drawdown on credit facility for payment of transaction fees and consideration on notes exchanged				15
	Net decrease in long-term debt		$	(267	)
Fair value of Charter Class A Common stock issued			$	60
Net gain on exchange				25
	Net increase in equity		$	85

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																Private
								Acquisition/				Prior Financing				Exchange				As				Exchange				Pro
				Historical				Dispositions (a)				Transactions (b)				Offers (c)				Adjusted				Offer (d)				Forma
				(Dollars in millions)
REVENUES
	Video			$	1,684			$	(29	)		$	—			$	—			$	1,655			$	—			$	1,655
	High-speed Internet				506				(7	)			—				—				499				—				499
	Telephone				49				—				—				—				49				—				49
	Advertising sales				147				(2	)			—				—				145				—				145
	Commercial				149				(4	)			—				—				145				—				145
	Other				168				(3	)			—				—				165				—				165
					2,703				(45	)			—				—				2,658				—				2,658
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				1,215				(24	)			—				—				1,191				—				1,191
	Selling, general and administrative				551				(7	)			—				—				544				—				544
	Depreciation and amortization				690				(5	)			—				—				685				—				685
	Asset impairment charges				99				(99	)			—				—				—				—				—
	Other operating expenses, net				10				—				—				—				10				—				10
					2,565				(135	)			—				—				2,430				—				2,430
		Operating income from continuing operations			138				90				—				—				228				—				228
	Interest expense, net				(488	)			26				7				(10	)			(465	)			(7	)			(472	)
	Other income (expense), net				(19	)			—				27				—				8				—				8
					(507	)			26				34				(10	)			(457	)			(7	)			(464	)
	Loss from continuing operations before income taxes				(369	)			116				34				(10	)			(229	)			(7	)			(236	)
INCOME TAX EXPENSE					(4	)			—				—				—				(4	)			—				(4	)
	Loss from continuing operations			$	(373	)		$	116			$	34			$	(10	)		$	(233	)		$	(7	)		$	(240	)

(a)		Represents the elimination of operating results related to the disposition of certain cable systems in July 2006 and the announced disposition of certain cable systems scheduled to close in the third quarter of 2006 as discussed in assumption (7).
(b)		Represents the adjustment to interest expense associated with the completion of the financing transactions discussed in assumptions (4)and (5) (in millions):

Reduction in interest expense on the April 2006 refinancing of Charter Operating credit facilities		$	(9	)
Interest on $450 million principal amount of CCH II 10.250% senior notes issued in January 2006			2
Net decrease in interest expense		$	(7	)

		Adjustment to other income (expense), net represents the elimination of the write-off of deferred financing fees and third party costs related to the Charter Operating refinancing in April 2006.
(c)		Represents the adjustment to interest expense to reflect interest on the new CCH II notes associated with the Private Exchange Offers Pro Forma Adjustments.
(d)		Represents the adjustment to interest expense to reflect interest on the new CCH II notes associated with the Exchange Offer Pro Forma Adjustments.

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																Private
								Acquisition/				Prior Financing				Exchange				As				Exchange				Pro
				Historical				Dispositions(a)				Transactions(b)				Offers(c)				Adjusted				Offer(d)				Forma
				(Dollars in millions)
REVENUES
	Video			$	3,248			$	(53	)		$	—			$	—			$	3,195			$	—			$	3,195
	High-speed Internet				875				(7	)			—				—				868				—				868
	Telephone				36				5				—				—				41				—				41
	Advertising sales				284				(4	)			—				—				280				—				280
	Commercial				266				(6	)			—				—				260				—				260
	Other				324				(5	)			—				—				319				—				319
					5,033				(70	)			—				—				4,963				—				4,963
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				2,203				(31	)			—				—				2,172				—				2,172
	Selling, general and administrative				1,012				(9	)			—				—				1,003				—				1,003
	Depreciation and amortization				1,443				(11	)			—				—				1,432				—				1,432
	Asset impairment charges				39				(39	)			—				—				—				—				—
	Other operating expenses, net				32				—				—				—				32				—				32
					4,729				(90	)			—				—				4,639				—				4,639
		Operating income from continuing operations			304				20				—				—				324				—				324
	Interest expense, net				(858	)			34				(3	)			(20	)			(847	)			(15	)			(862	)
	Other income, net				99				—				5				—				104				—				104
					(759	)			34				2				(20	)			(743	)			(15	)			(758	)
	Loss from continuing operations before income taxes				(455	)			54				2				(20	)			(419	)			(15	)			(434	)
INCOME TAX EXPENSE					(9	)			—				—				—				(9	)			—				(9	)
	Loss from continuing operations			$	(464	)		$	54			$	2			$	(20	)		$	(428	)		$	(15	)		$	(443	)

(a)	Represents the elimination of operating results related to the disposition of certain cable systems in July 2005, July 2006 and the announced disposition of certain cable systems scheduled to close in the third quarter of 2006 and the inclusion of operating results related to the acquisition of certain cable systems in January 2006 as discussed in assumption (6) and (7).

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(b)	Represents the adjustment to interest expense associated with the completion of the financing transactions discussed in as adjusted assumptions (1), (2), (4) and (5) (in millions):

Reduction in interest expense on the Charter Operating refinancing in April 2006						$	(26	)
Interest on $450 million principal amount of CCH II 10.250% senior notes issued in January 2006			48
Amortization of deferred financing costs			2
Historical interest expense for Charter Operating’s revolving credit facility			(32	)
							18
Interest on $300 million of CCO Holdings 83/4% senior notes issued in August 2005			16
Amortization of deferred financing costs			1
							17
Historical interest expense on Charter Operating’s revolving credit facility repaid with cash on hand in February 2005							(3	)
Historical interest expense on CC V Holdings, LLC 11.875% senior discount notes repaid with cash on hand in March 2005							(3	)
Net increase in interest expense						$	3

	Adjustment to other income, net represents the elimination of losses related to the redemption of CC V Holdings, LLC 11.875% notes due 2008.

(c)	Represents the adjustment to interest expense associated with the Private Exchange Offers Pro Forma Adjustments (in millions):

Interest on new CCH II senior notes issued in August 2006		$	21
Amortization of deferred gain and deferred financing costs			(1	)
Net increase in interest expense						$	20

(d)	Represents the adjustment to interest expense associated with the Exchange Offer Pro Forma Adjustments (in millions):

Interest on new CCH II senior notes issued in August 2006		$	14
Amortization of deferred financing costs			1
Net increase in interest expense						$	15

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																Private
								Acquisition/				Prior Financing				Exchange								Exchange				Pro
				Historical				Dispositions(a)				Transactions(b)				Offers(c)				As Adjusted				Offer(d)				Forma
				(Dollars in millions)
REVENUES
	Video			$	1,623			$	(27	)		$	—			$	—			$	1,596			$	—			$	1,596
	High-speed Internet				425				(3	)			—				—				422				—				422
	Telephone				14				3				—				—				17				—				17
	Advertising sales				135				(2	)			—				—				133				—				133
	Commercial				128				(3	)			—				—				125				—				125
	Other				156				(3	)			—				—				153				—				153
					2,481				(35	)			—				—				2,446				—				2,446
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				1,081				(15	)			—				—				1,066				—				1,066
	Selling, general and administrative				483				(7	)			—				—				476				—				476
	Depreciation and amortization				730				—				—				—				730				—				730
	Asset impairment charges				39				(39	)			—				—				—				—				—
	Other operating expenses, net				6				—				—				—				6				—				6
					2,339				(61	)			—				—				2,278				—				2,278
		Operating income from continuing operations			142				26				—				—				168				—				168
	Interest expense, net				(408	)			11				(5	)			(10	)			(412	)			(7	)			(419	)
	Other income, net				35				—				5				—				40				—				40
					(373	)			11				—				(10	)			(372	)			(7	)			(379	)
	Loss from continuing operations before income taxes				(231	)			37				—				(10	)			(204	)			(7	)			(211	)
INCOME TAX EXPENSE					(8	)			—				—				—				(8	)			—				(8	)
	Loss from continuing operations				(239	)			37				—				(10	)			(212	)			(7	)			(219	)

(a)	Represents the elimination of operating results related to the disposition of certain cable systems in July 2005, July 2006 and the announced disposition of certain cable systems scheduled to close in the third quarter of 2006 and the inclusion of operating results related to the acquisition of certain cable systems in January 2006 discussed in assumptions (6) and (7).

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(b)	Represents the adjustment to interest expense associated with the completion of the financing transactions discussed in assumptions (1), (2), (4) and (5) (in millions):

Reduction in interest expense on the Charter Operating refinancing in April 2006						$	(13	)
Interest on $450 million principal amount of CCH II 10.250% senior notes issued in January 2006			24
Amortization of deferred financing costs			1
Historical interest expense for Charter Operating’s revolving credit facility			(14	)
							11
Interest on $300 million of CCO Holdings 83/4% senior notes issued in August 2005							13
Historical interest expense on Charter Operating’s revolving credit facility repaid with cash on hand in February 2005							(3	)
Historical interest expense on CC V Holdings, LLC 11.875% senior discount notes repaid with cash on hand in March 2005							(3	)
Net increase in interest expense						$	5

	Adjustment to other income, net represents the elimination of losses related to the redemption of CC V Holdings, LLC 11.875% notes due 2008.

(c)	Represents the adjustment to interest expense to reflect interest on the new CCH II notes associated with the Private Exchange Offers Pro Forma Adjustments.
(d)	Represents the adjustment to interest expense to reflect interest on the new CCH II notes associated with the Exchange Offer Pro Forma Adjustments.

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												Private
								Acquisition/				Exchange				As				Exchange
				Historical				Dispositions(a)				Offers(b)				Adjusted				Offer(c)				Pro Forma
				(Dollars in millions)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	44			$	148			$	(24	)		$	168			$	(168	)		$	—
	Accounts receivable, net				178				—				—				178				—				178
	Prepaid expenses and other current assets				20				—				—				20				—				20
	Assets held for sale				768				(768	)			—				—				—				—
		Total current assets			1,010				(620	)			(24	)			366				(168	)			198
INVESTMENT IN CABLE PROPERTIES:
	Property, plant and equipment, net				5,354				—				—				5,354				—				5,354
	Franchises, net				9,280				—				—				9,280				—				9,280
		Total investment in cable properties, net			14,634				—				—				14,634				—				14,634
OTHER NONCURRENT ASSETS					217				—				2				219				5				224
		Total assets		$	15,861			$	(620	)		$	(22	)		$	15,219			$	(163	)		$	15,056
LIABILITIES AND MEMBER’S EQUITY
CURRENT LIABILITIES:
	Accounts payable and accrued expenses			$	917			$	—			$	—			$	917			$	—			$	917
	Payables to related parties				106				—				—				106				—				106
	Liabilities held for sale				20				(20	)			—				—				—				—
		Total current liabilities			1,043				(20	)			—				1,023				—				1,023
LONG-TERM DEBT					11,057				(800	)			205				10,462				157				10,619
NOTE PAYABLE — RELATED PARTY					109				—				—				109				—				109
DEFERRED MANAGEMENT FEES — RELATED PARTY					14				—				—				14				—				14
OTHER LONG-TERM LIABILITIES					359				—				—				359				—				359
MINORITY INTEREST					631				—				—				631				—				631
MEMBER’S EQUITY:
	Member’s equity				2,646				200				(227	)			2,619				(320	)			2,299
	Accumulated other comprehensive income				2				—				—				2				—				2
		Total member’s equity			2,648				200				(227	)			2,621				(320	)			2,301
		Total liabilities and member’s equity		$	15,861			$	(620	)		$	(22	)		$	15,219			$	(163	)		$	15,056

(a)	Represents the elimination of assets and liabilities sold or to be sold in the completed and scheduled disposition of certain cable systems and the related use of the proceeds to reduce amounts outstanding under our revolving credit facility and for general corporate purposes. Adjustment to equity represents the expected gain on the sale of the assets.
(b)	Represents the exchange of CCH II notes for Charter Holdings notes and the payment of fees and accrued interest related to such exchange.

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(c)

Adjustment to cash represents use of cash to pay the cash portion of the consideration paid to repurchase the Charter convertible notes. Adjustment to other assets represents the payment of approximately $5 million of fees associated with the issuance of the CCH II notes. Adjustment to member’s equity represents the fair value of the Convertible Notes received by CCH II. Adjustment to long-term debt is detailed below.

Fair value of CCH II notes issued			$	142
Drawdown on credit facility for payment of transaction fees accrued interest and consideration on notes exchanged				15
	Net increase in long-term debt		$	157

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																							Six Months Ended
			Year Ended December 31,																				June 30,
			2001				2002				2003				2004				2005				2005				2006
			(Dollars in millions)
Statement of Operations Data:
Revenues			$	3,648			$	4,377			$	4,616			$	4,760			$	5,033			$	2,481			$	2,703
Costs and Expenses:
	Operating (excluding depreciation and amortization)			1,430				1,736				1,873				1,994				2,203				1,081				1,215
	Selling, general and administrative			789				932				909				965				1,012				483				551
	Depreciation and amortization			2,638				1,364				1,396				1,433				1,443				730				690
	Impairment of franchises			—				4,220				—				2,297				—				—				—
	Asset impairment charges			—				—				—				—				39				39				99
	Other operating (income) expenses, net			28				39				(46	)			13				32				6				10
				4,885				8,291				4,132				6,702				4,729				2,339				2,565
Operating income (loss) from continuing operations				(1,237	)			(3,914	)			484				(1,942	)			304				142				138
Interest expense, net				(1,310	)			(1,503	)			(1,557	)			(1,670	)			(1,789	)			(871	)			(943	)
Gain (loss) on extinguishment of debt and preferred stock				—				—				267				(31	)			521				8				(27	)
Other income (expense), net				(109	)			(119	)			49				49				72				47				18
Loss from continuing operations before minority interest, income taxes and cumulative effect of accounting change				(2,656	)			(5,536	)			(757	)			(3,594	)			(892	)			(674	)			(814	)
Minority interest				1,475				2,958				394				19				1				(6	)			(1	)
Loss from continuing operations before income taxes and cumulative effect of accounting change				(1,181	)			(2,578	)			(363	)			(3,575	)			(891	)			(680	)			(815	)
Income tax benefit (expense)				12				474				122				134				(112	)			(56	)			(60	)
Loss from continuing operations before cumulative effect of accounting change				(1,169	)			(2,104	)			(241	)			(3,441	)			(1,003	)			(736	)			(875	)
Income (loss) from discontinued operations, net of tax				12				(204	)			3				(135	)			36				29				34
Loss before cumulative effect of accounting change				(1,157	)			(2,308	)			(238	)			(3,576	)			(967	)			(707	)			(841	)
Cumulative effect of accounting change, net of tax				(10	)			(206	)			—				(765	)			—				—				—
Net loss				(1,167	)			(2,514	)			(238	)			(4,341	)			(967	)			(707	)			(841	)
Dividends on preferred stock — redeemable				(1	)			(3	)			(4	)			(4	)			(3	)			(2	)			—
Net loss applicable to common stock			$	(1,168	)		$	(2,517	)		$	(242	)		$	(4,345	)		$	(970	)		$	(709	)		$	(841	)

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																								Six Months Ended
				Year Ended December 31,																				June 30,
				2001				2002				2003				2004				2005				2005				2006
				(Dollars in millions)
Loss per common share, basic and diluted:
	Loss from continuing operations before cumulative effect of accounting change			$	(4.34	)		$	(7.16	)		$	(0.83	)		$	(11.47	)		$	(3.24	)		$	(2.43	)		$	(2.76	)
	Net loss			$	(4.33	)		$	(8.55	)		$	(0.82	)		$	(14.47	)		$	(3.13	)		$	(2.34	)		$	(2.65	)
Weighted-average common shares outstanding, basic and diluted					269,594,386				294,440,261				294,597,519				300,291,877				310,159,047				303,465,474				317,531,492
Other Data:
		Deficiencies of earnings to cover fixed charges(a)		$	2,630			$	5,994			$	725			$	3,698			$	853			$	655			$	776
Balance Sheet Data (end of period):
Cash and cash equivalents				$	2			$	321			$	127			$	650			$	21			$	40			$	56
Total assets					26,463				22,384				21,364				17,673				16,431				16,779				16,145
Long-term debt					16,343				18,671				18,647				19,464				19,388				19,247				19,860
Note payable — related party					—				—				—				—				49				—				53
Minority interest(b)					4,434				1,050				689				648				188				659				189
Shareholder’s equity (deficit)					2,585				41				(175	)			(4,406	)			(4,920	)			(5,102	)			(5,762	)

(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 Holdco not owned by Charter, plus preferred membership interests in our indirect subsidiary, CC VIII, and since June 6, 2003, the pro rata share of the profits and losses of CC VIII. This preferred membership interest arises from approximately $630 million of preferred membership units issued by CC VIII in connection with an acquisition in February 2000 and was the subject of a dispute between Charter and Mr. Allen, Charter’s Chairman and controlling shareholder that was settled October 31, 2005. 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 Holdco. Because minority interest in Charter Holdco was substantially eliminated at December 31, 2003, beginning in 2004, Charter began to absorb substantially all losses before income taxes that otherwise would have been allocated to minority interest, resulting in an approximate additional $454 million and $2.4 billion of net losses for the years ended December 31, 2005 and 2004, respectively. Under our existing capital structure, Charter will absorb all future losses. 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.”

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																								Six Months Ended
				Year Ended December 31,																				June 30,
				2001				2002				2003				2004				2005				2005				2006
				(Dollars in millions)
Statement of Operations Data:
Revenues				$	3,648			$	4,377			$	4,616			$	4,760			$	5,033			$	2,481			$	2,703
Costs and Expenses:
	Operating (excluding depreciation and amortization)				1,430				1,736				1,873				1,994				2,203				1,081				1,215
	Selling, general and administrative				789				932				909				965				1,012				483				551
	Depreciation and amortization				2,638				1,364				1,396				1,433				1,443				730				690
	Impairment of franchises				—				4,220				—				2,297				—				—				—
	Asset impairment charges				—				—				—				—				39				39				99
	Other operating (income) expenses, net				28				39				(46	)			13				32				6				10
					4,885				8,291				4,132				6,702				4,729				2,339				2,565
Operating income (loss) from continuing operations					(1,237	)			(3,914	)			484				(1,942	)			304				142				138
Interest expense, net					(525	)			(512	)			(545	)			(726	)			(858	)			(408	)			(488	)
Loss on extinguishment of debt					—				—				—				(21	)			(6	)			(6	)			(27	)
Other income (expense), net					(118	)			(128	)			27				92				105				41				8
Loss from continuing operations before income taxes and cumulative effect of accounting change					(1,880	)			(4,554	)			(34	)			(2,597	)			(455	)			(231	)			(369	)
Income tax benefit (expense)					27				216				(13	)			35				(9	)			(8	)			(4	)
Loss from continuing operations before cumulative effect of accounting change					(1,853	)			(4,338	)			(47	)			(2,562	)			(464	)			(239	)			(373	)
Income (loss) from discontinued operations, net of tax					26				(408	)			32				(104	)			39				19				38
Loss before cumulative effect of accounting change					(1,827	)			(4,746	)			(15	)			(2,666	)			(425	)			(220	)			(335	)
Cumulative effect of accounting change, net of tax					(24	)			(540	)			—				(840	)			—				—				—
Net loss				$	(1,851	)		$	(5,286	)		$	(15	)		$	(3,506	)		$	(425	)		$	(220	)		$	(335	)
Other Data:
		Ratio of earnings to cover fixed charges			NA				NA				1.05				NA				NA				NA				NA
		Deficiencies of earnings to cover fixed charges(a)		$	1,838			$	4,946				NA			$	2,721			$	449			$	206			$	321
Balance Sheet Data (end of period):
Cash and cash equivalents				$	—			$	310			$	85			$	546			$	3			$	22			$	44
Total assets					26,091				21,984				21,009				16,979				16,101				16,356				15,861
Long-term debt					6,961				8,066				9,557				9,895				10,624				10,045				11,057
Loans payable — related party					366				133				37				29				22				62				109
Minority interest(b)					680				693				719				656				622				662				631
Members’ equity					15,940				11,040				8,951				4,913				3,402				3,993				2,648

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(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 preferred membership interests in our indirect subsidiary, CC VIII, and since June 6, 2003, the pro rata share of the profits and losses of CC VIII. This preferred membership interest arises from approximately $630 million of preferred membership units issued by CC VIII in connection with an acquisition in February 2000 and was the subject of a dispute between Charter and Mr. Allen, Charter’s Chairman and controlling shareholder that was settled October 31, 2005. 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.”

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	•	the July 2006 sale of cable systems to Cebridge and New Wave for proceeds of approximately $896 million;
	•	the April 2006 refinancing of our existing credit facilities (See “— Liquidity and Capital Resources — Recent Financing Transactions”);
	•	the January 2006 sale by our subsidiaries, CCH II and CCH II Capital Corp., of an additional $450 million principal amount of their 10.250% senior notes due 2010;
	•	the October 2005 entry by our subsidiaries, CCO Holdings and CCO Holdings Capital Corp., as guarantor thereunder, into a $600 million senior bridge loan agreement with various lenders (which was reduced to $435 million as a result of the issuance of CCH II notes);
	•	the September 2005 exchange by Charter Holdings, CCH I and CIH of approximately $6.8 billion in total principal amount of outstanding debt securities of Charter Holdings in a private placement for new debt securities;
	•	the August 2005 sale by our subsidiaries, CCO Holdings and CCO Holdings Capital Corp., of $300 million of 83/4% senior notes due 2013;
	•	the March and June 2005 issuance of $333 million of Charter Operating notes in exchange for $346 million of Charter Holdings notes;
	•	the repurchase during 2005 of $136 million of Charter’s 4.75% convertible senior notes due 2006 leaving $20 million in principal amount outstanding; and
	•	the March 2005 redemption of all of CC V Holdings, LLC’s outstanding 11.875% senior discount notes due 2008 at a total cost of $122 million.

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

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	•	Income taxes; and
	•	Litigation.

	•	Dispatching 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 Internet 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 box.

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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, fixtures and equipment		5 years

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		Percentage/				Franchise Value
		Percentage Point				Increase/(Decrease)
Assumption		Change				(Dollars in millions)
Annual Operating Cash Flow(1)			+/-5%			$	1,200/$(1,200)
Long-Term Growth Rate(2)			+/-1pts(3)				1,700/(1,300)
Discount Rate			+/-0.5pts(3)				(1,300)/1,500

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(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.

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	Six Months Ended June 30, 2006 Compared to Six Months Ended June 30, 2005

				Six Months Ended June 30,
				2006								2005
Revenues				$	2,703				100%			$	2,481				100%
Costs and expenses:
	Operating (excluding depreciation and amortization)				1,215				45%				1,081				44%
	Selling, general and administrative				551				20%				483				19%
	Depreciation and amortization				690				26%				730				29%
	Asset impairment charges				99				4%				39				2%
	Other operating expenses, net				10				—				6				—
					2,565				95%				2,339				94%
		Operating income from continuing operations			138				5%				142				6%
	Interest expense, net				(943	)							(871	)
	Other income (expenses), net				(10	)							49
					(953	)							(822	)
		Loss before income taxes			(815	)							(680	)
Income tax expense					(60	)							(56	)
		Loss from continuing operations			(875	)							(736	)
Income from discontinued operations, net of tax					34								29
		Net loss			(841	)							(707	)
Dividends on preferred stock — redeemable					—								(2	)
		Net loss applicable to common stock		$	(841	)						$	(709	)
Loss per common share, basic and diluted:
		Loss from continuing operations		$	(2.76	)						$	(2.43	)
		Net loss		$	(2.65	)						$	(2.34	)
Weighted average common shares outstanding, basic and diluted					317,531,492								303,465,474

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		Six Months Ended June 30,
		2006								2005								2006 over 2005
						% of								% of								%
		Revenues				Revenues				Revenues				Revenues				Change				Change
Video		$	1,684				62%			$	1,623				66%			$	61				4%
High-speed Internet			506				19%				425				17%				81				19%
Telephone			49				2%				14				1%				35				250%
Advertising sales			147				5%				135				5%				12				9%
Commercial			149				6%				128				5%				21				16%
Other			168				6%				156				6%				12				8%
		$	2,703				100%			$	2,481				100%			$	222				9%

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		Six Months Ended June 30,
		2006								2005
																		2006 over 2005
						% of								% of
		Expenses				Revenues				Expenses				Revenues				Change				% Change
Programming		$	755				28%			$	678				27%			$	77				11%
Service			408				15%				356				15%				52				15%
Advertising sales			52				2%				47				2%				5				11%
		$	1,215				45%			$	1,081				44%			$	134				12%

		Six Months Ended June 30,
		2006								2005
																		2006 over 2005
						% of								% of
		Expenses				Revenues				Expenses				Revenues				Change				% Change
General and administrative		$	471				17%			$	418				17%			$	53				13%
Marketing			80				3%				65				2%				15				23%
		$	551				20%			$	483				19%			$	68				14%

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	Year Ended December 31, 2005, December 31, 2004 and December 31, 2003

			Year Ended December 31,
			2005								2004								2003
Revenues			$	5,033				100	%		$	4,760				100	%		$	4,616				100	%
Costs and Expenses:
	Operating (excluding depreciation and amortization)			2,203				44	%			1,994				42	%			1,873				41	%
	Selling, general and administrative			1,012				20	%			965				20	%			909				20	%
	Depreciation and amortization			1,443				29	%			1,433				30	%			1,396				30	%
	Impairment of franchises			—				—				2,297				48	%			—				—
	Asset impairment charges			39				1	%			—				—				—				—
	Other operating (income) expenses, net			32				—				13				—				(46	)			(1	)%
				4,729				94	%			6,702				140	%			4,132				90	%
Operating income (loss) from continuing operations				304				6	%			(1,942	)			(40	)%			484				10	%
	Interest expense, net			(1,789	)							(1,670	)							(1,557	)
	Gain (loss) on extinguishment of debt and preferred stock			521								(31	)							267
	Other income, net			73								68								443
Loss from continuing operations before income taxes and cumulative effect of accounting change				(891	)							(3,575	)							(363	)
	Income tax benefit (expense)			(112	)							134								122
Loss from continuing operations before cumulative effect of accounting change				(1,003	)							(3,441	)							(241	)
	Income (loss) from discontinued operations, net of tax			36								(135	)							3
Loss before cumulative effect of accounting change				(967	)							(3,576	)							(238	)
	Cumulative effect of accounting change, net of tax			—								(765	)							—
Net loss				(967	)							(4,341	)							(238	)
	Dividends on preferred stock — redeemable			(3	)							(4	)							(4	)
Net loss applicable to common stock			$	(970	)						$	(4,345	)						$	(242	)
Loss per common share, basic and diluted:
	Loss from continuing operations		$	(3.24	)						$	(11.47	)						$	(0.83	)
	Net loss		$	(3.13	)						$	(14.47	)						$	(0.82	)
Weighted average common shares outstanding				310,159,047								300,291,877								294,597,519

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	Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

		Year Ended December 31,
		2005								2004								2005 over 2004
		Revenues				% of Revenues				Revenues				% of Revenues				Change				% Change
Video		$	3,248				65	%		$	3,217				68	%		$	31				1	%
High-speed Internet			875				17	%			712				15	%			163				23	%
Telephone			36				1	%			18				—				18				100	%
Advertising sales			284				6	%			279				6	%			5				2	%
Commercial			266				5	%			227				5	%			39				17	%
Other			324				6	%			307				6	%			17				6	%
		$	5,033				100	%		$	4,760				100	%		$	273				6	%

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		Year Ended December 31,
		2005								2004								2005 over 2004
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
Programming		$	1,359				27	%		$	1,264				27	%		$	95				8	%
Service			748				15	%			638				13	%			110				17	%
Advertising sales			96				2	%			92				2	%			4				4	%
		$	2,203				44	%		$	1,994				42	%		$	209				10	%

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		Year Ended December 31,
		2005								2004								2005 over 2004
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
General and administrative		$	870				17	%		$	846				18	%		$	24				3	%
Marketing			142				3	%			119				2	%			23				19	%
		$	1,012				20	%		$	965				20	%		$	47				5	%

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	Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

		Year Ended December 31,
		2004								2003								2004 over 2003
						% of								% of								%
		Revenues				Revenues				Revenues				Revenues				Change				Change
Video		$	3,217				68	%		$	3,306				72	%		$	(89	)			(3	)%
High-speed Internet			712				15	%			535				12	%			177				33	%
Telephone			18				—				14				—				4				29	%
Advertising sales			279				6	%			254				5	%			25				10	%
Commercial			227				5	%			196				4	%			31				16	%
Other			307				6	%			311				7	%			(4	)			(1	)%
		$	4,760				100	%		$	4,616				100	%		$	144				3	%

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		Year Ended December 31,
		2004								2003								2004 over 2003
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
Programming		$	1,264				27	%		$	1,195				26	%		$	69				6	%
Service			638				13	%			595				13	%			43				7	%
Advertising sales			92				2	%			83				2	%			9				11	%
		$	1,994				42	%		$	1,873				41	%		$	121				6	%

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		Year Ended December 31,
		2004								2003								2004 over 2003
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
General and administrative		$	846				17	%		$	806				18	%		$	40				5	%
Marketing			119				3	%			103				2	%			16				16	%
		$	965				20	%		$	909				20	%		$	56				6	%

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	Introduction

	Recent Financing Transactions

100

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	Debt Covenants

	Specific Limitations

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	•	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; or
	•	requesting waivers or amendments with respect to our credit facilities, the availability and terms of which would be subject to market conditions.

	Sale of Assets

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	Acquisition

	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)			$	19,336			$	50			$	1,129			$	5,781			$	12,376
Long-Term Debt Interest Payments(2)				11,426				1,469				3,224				3,066				3,667
Payments on Interest Rate Instruments(3)				18				8				10				—				—
Capital and Operating Lease Obligations(1)				94				20				27				23				24
Programming Minimum Commitments(4)				1,253				342				678				233				—
Other(5)				301				146				70				42				43
	Total		$	32,428			$	2,035			$	5,138			$	9,145			$	16,110

(1)	The table presents maturities of long-term debt outstanding as of December 31, 2005. Refer to Notes 9 and 26 to our accompanying consolidated financial statements contained in “Item 8. Financial Statements and Supplementary Data” in our 2005 Annual Report on Form 10-K 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, 2005 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, 2005. 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 applicable rates for the quarter during the interest rate reset based on the yield curve in effect at December 31, 2005.
(4)	We pay programming fees under multi-year contracts ranging from three to ten 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 $1.4 billion, $1.3 billion and $1.2 billion for the years ended December 31, 2005, 2004 and 2003, 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.

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	•	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 related to continuing operations for the years ended December 31, 2005, 2004 and 2003, was $44 million, $42 million and $38 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 related to continuing operations included in the accompanying statement of operations were $165 million, $159 million and $157 million for the years ended December 31, 2005, 2004 and 2003, respectively.
	•	We also have $165 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

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	Capital Expenditures

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			Six Months
			Ended June 30,								Year Ended December 31,
			2006				2005				2005				2004				2003
Customer premise equipment(a)			$	258			$	228			$	434			$	451			$	380
Scalable infrastructure(b)				97				89				174				108				67
Line extensions(c)				59				77				134				131				131
Upgrade/ Rebuild(d)				23				22				49				49				132
Support capital(e)				102				126				297				185				144
	Total capital expenditures		$	539			$	542			$	1,088			$	924			$	854

(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 No. 51, Financial Reporting by Cable Television Companies, and customer premise equipment (e.g., set-top boxes 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).

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																																				Fair Value at
				2006				2007				2008				2009				2010				2011				Thereafter				Total				June 30, 2006
Debt:
	Fixed Rate			$	—			$	105			$	—			$	1,547			$	2,143			$	771			$	8,842			$	13,408			$	11,058
		Average Interest Rate			—				8.25	%			—				7.48	%			10.28	%			11.01	%			10.38	%			10.06	%
	Variable Rate			$	—			$	25			$	50			$	50			$	600			$	850			$	4,775			$	6,350			$	6,359
		Average Interest Rate			—				8.21	%			8.14	%			8.22	%			9.64	%			8.66	%			8.39	%			8.75	%
Interest Rate Instruments:
	Variable to Fixed Swaps			$	898			$	875			$	—			$	—			$	—			$	—			$	—			$	1,773			$	6
		Average Pay Rate			7.70	%			7.58	%			—				—				—				—				—				7.64	%
		Average Receive Rate			8.33	%			8.31	%			—				—				—				—				—				8.32	%

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	•	the July 2006 sale of cable systems to Cebridge and New Wave for proceeds of approximately $896 million;
	•	the April 2006 refinancing of our existing credit facilities (see “— Liquidity and Capital Resources — Recent Refinancing Transactions”);
	•	the January 2006 sale by us of an additional $450 million principal amount of our 10.250% senior notes due 2010;
	•	the September 2005 exchange by our direct and indirect parent companies, Charter Holdings, CCH I and CIH, of approximately $6.8 billion in total principal amount of outstanding debt securities of Charter Holdings in a private placement for new debt securities;
	•	the August 2005 sale by our subsidiaries, CCO Holdings and CCO Holdings Capital Corp., of $300 million of 83/4% senior notes due 2013;

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	•	the March and June 2005 issuance of $333 million of Charter Operating notes in exchange for $346 million of Charter Holdings notes;
	•	the repurchase during 2005 of $136 million of Charter’s 4.75% convertible senior notes due 2006 leaving $20 million in principal amount outstanding; and
	•	the March 2005 redemption of all of CC V Holdings, LLC’s outstanding 11.875% senior discount notes due 2008 at a total cost of $122 million;

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	•	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.

	Capitalization of labor and overhead costs

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	•	Dispatching 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 Internet 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 box.

	Useful lives of property, plant and equipment

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

	Impairment of property, plant and equipment, franchises and goodwill

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		Percentage/
		Percentage Point				Impairment Charge
Assumption		Change				Increase/(Decrease)
						(Dollars in
						millions)
Annual Operating Cash Flow(1)			+/-5	%		$	1,200/$(1,200	)
Long-Term Growth Rate(2)			+/-1pts	(3)		$	1,700/(1,300	)
Discount Rate			+/-0.5pts	(3)		$	(1,300)/1,500

(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.

	Income Taxes

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	Litigation

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	Six Months Ended June 30, 2006 Compared to Six Months Ended June 30, 2005

				Six Months Ended June 30,
				2006								2005
Revenues				$	2,703				100	%		$	2,481				100	%
Costs and expenses:
	Operating (excluding depreciation and amortization)				1,215				45	%			1,081				44	%
	Selling, general and administrative				551				20	%			483				19	%
	Depreciation and amortization				690				26	%			730				29	%
	Asset impairment charges				99				4	%			39				2	%
	Other operating expenses, net				10				—				6				—
					2,565				95	%			2,339				94	%
		Operating income from continuing operations			138				5	%			142				6	%
	Interest expense, net				(488	)							(408	)
	Other income (expense), net				(19	)							35
					(507	)							(373	)
		Loss before income taxes			(369	)							(231	)
Income tax expense					(4	)							(8	)
		Loss from continuing operations			(373	)							(239	)
Income from discontinued operations, net of tax					38								19
		Net loss		$	(335	)						$	(220	)

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		Six Months Ended June 30,
		2006								2005								2006 over 2005
						% of								% of								%
		Revenues				Revenues				Revenues				Revenues				Change				Change
Video		$	1,684				62%			$	1,623				66%			$	61				4%
High-speed Internet			506				19%				425				17%				81				19%
Telephone			49				2%				14				1%				35				250%
Advertising sales			147				5%				135				5%				12				9%
Commercial			149				6%				128				5%				21				16%
Other			168				6%				156				6%				12				8%
		$	2,703				100%			$	2,481				100%			$	222				9%

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		Six Months Ended June 30,
		2006								2005								2006 over 2005
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
Programming		$	755				28%			$	678				27%			$	77				11%
Service			408				15%				356				15%				52				15%
Advertising sales			52				2%				47				2%				5				11%
		$	1,215				45%			$	1,081				44%			$	134				12%

		Six Months Ended June 30,
		2006								2005								2006 over 2005
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
General and administrative		$	471				17%			$	418				17%			$	53				13%
Marketing			80				3%				65				2%				15				23%
		$	551				20%			$	483				19%			$	68				14%

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			Year Ended December 31,
			2005								2004								2003
Revenues			$	5,033				100	%		$	4,760				100	%		$	4,616				100	%
Costs and Expenses:
	Operating (excluding depreciation and amortization)			2,203				44	%			1,994				42	%			1,873				41	%
	Selling, general and administrative			1,012				20	%			965				20	%			909				20	%
	Depreciation and amortization			1,443				29	%			1,433				30	%			1,396				30	%
	Impairment of franchises			—				—				2,297				48	%			—				—
	Asset impairment charges			39				1	%			—				—				—				—
	Other operating (income) expenses, net			32				—				13				—				(46	)			(1	)%
				4,729				94	%			6,702				140	%			4,132				90	%
Operating income (loss) from continuing operations				304				6	%			(1,942	)			(40	)%			484				10	%
	Interest expense, net			(858	)							(726	)							(545	)
	Other income, net			99								71								27
Loss from continuing operations before income taxes and cumulative effect of accounting change				(455	)							(2,597	)							(34	)
	Income tax benefit (expense)			(9	)							35								(13	)
Loss from continuing operations before cumulative effect of accounting change				(464	)							(2,562	)							(47	)
	Income (loss) from discontinued operations, net of tax			39								(104	)							32
Loss before cumulative effect of accounting change				(425	)							(2,666	)							(15	)
	Cumulative effect of accounting change, net of tax			—								(840	)							—
Net loss			$	(425	)						$	(3,506	)						$	(15	)

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		Year Ended December 31,
		2005								2004								2005 over 2004
						% of								% of								%
		Revenues				Revenues				Revenues				Revenues				Change				Change
Video		$	3,248				65%			$	3,217				68	%		$	31				1	%
High-speed Internet			875				17%				712				15	%			163				23	%
Telephone			36				1%				18				—				18				100	%
Advertising sales			284				6%				279				6	%			5				2	%
Commercial			266				5%				227				5	%			39				17	%
Other			324				6%				307				6	%			17				6	%
		$	5,033				100%			$	4,760				100	%		$	273				6	%

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		Year Ended December 31,
		2005								2004								2005 over 2004
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
Programming		$	1,359				27%			$	1,264				27%			$	95				8%
Service			748				15%				638				13%				110				17%
Advertising sales			96				2%				92				2%				4				4%
		$	2,203				44%			$	1,994				42%			$	209				10%

		Year Ended December 31,
		2005								2004								2005 over 2004
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
General and administrative		$	870				17%			$	846				18%			$	24				3%
Marketing			142				3%				119				2%				23				19%
		$	1,012				20%			$	965				20%			$	47				5%

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		Year Ended December 31,
		2004								2003								2004 over 2003
						% of								% of								%
		Revenues				Revenues				Revenues				Revenues				Change				Change
Video		$	3,217				68%			$	3,306				72%			$	(89	)			(3	)%
High-speed Internet			712				15%				535				12%				177				33	%
Telephone			18				—				14				—				4				29	%
Advertising sales			279				6%				254				5%				25				10	%
Commercial			227				5%				196				4%				31				16	%
Other			307				6%				311				7%				(4	)			(1	)%
		$	4,760				100%			$	4,616				100%			$	144				3	%

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		Year Ended December 31,
		2004								2003								2004 over 2003
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
Programming		$	1,264				27%			$	1,195				26%			$	69				6%
Service			638				13%				595				13%				43				7%
Advertising sales			92				2%				83				2%				9				11%
		$	1,994				42%			$	1,873				41%			$	121				6%

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		Year Ended December 31,
		2004								2003								2004 over 2003
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
General and administrative		$	846				17%			$	806				18%			$	40				5%
Marketing			119				3%				103				2%				16				16%
		$	965				20%			$	909				20%			$	56				6%

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	Introduction

	Recent Financing Transactions

131

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	Debt Covenants

	Parent Company Debt Obligations

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	Specific Limitations at Charter Holdings

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	•	issuing equity at a parent company level, the proceeds of which could be loaned or contributed to us;
	•	issuing debt securities that may have structural or other priority over our existing notes;
	•	further reducing our expenses and capital expenditures, which may impair our ability to increase revenue;
	•	selling assets; or
	•	requesting waivers or amendments with respect to our credit facilities, the availability and terms of which would be subject to market conditions.

	Sale of Assets

	Acquisition

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	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)			$	10,629			$	30			$	1,024			$	4,142			$	5,433
Long-Term Debt Interest Payments(2)				4,231				746				1,478				1,396				611
Payments on Interest Rate Instruments(3)				18				8				10				—				—
Capital and Operating Lease Obligations(1)				94				20				27				23				24
Programming Minimum Commitments(4)				1,253				342				678				233				—
Other(5)				301				146				70				42				43
	Total		$	16,526			$	1,292			$	3,287			$	5,836			$	6,111

(1)	The table presents maturities of long-term debt outstanding as of December 31, 2005. Refer to “Description of Other Indebtedness” and Notes 9 and 22 to our December 31, 2005 consolidated financial statements included in this Exchange Offer 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, 2005 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, 2005. 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, 2005.
(4)	We pay programming fees under multi-year contracts ranging from three to ten 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 statements of operations were approximately $1.4 billion, $1.3 billion and $1.2 billion for the years ended December 31, 2005, 2004 and 2003, 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.

	•	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 related to continuing operations for the years ended December 31, 2005, 2004 and 2003, was $44 million, $42 million and $38 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 related to continuing operations included in the accompanying statements of operations were

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		$165 million, $159 million and $157 million for the years ended December 31, 2005, 2004 and 2003, respectively.
	•	We also have $165 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

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	Capital Expenditures

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			For the
			Six Months
			Ended								For the Years Ended
			June 30,								December 31,
			2006				2005				2005				2004				2003
Customer premise equipment(a)			$	258			$	228			$	434			$	451			$	380
Scalable infrastructure(b)				97				89				174				108				66
Line extensions(c)				59				77				134				131				130
Upgrade/Rebuild(d)				23				22				49				49				132
Support capital(e)				102				126				297				154				96
	Total capital expenditures		$	539			$	542			$	1,088			$	893			$	804

(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 boxes 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).

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																																				Fair Value
																																				at June 30,
				2006				2007				2008				2009				2010				2011				Thereafter				Total				2006
Debt:
	Fixed Rate			$	—			$	—			$	—			$	—			$	2,051			$	—			$	2,670			$	4,721			$	4,693
		Average Interest Rate			—				—				—				—				10.25	%			—				8.33	%			9.17	%
	Variable Rate			$	—			$	25			$	50			$	50			$	600			$	850			$	4,775			$	6,350			$	6,359
		Average Interest Rate			—				8.21	%			8.14	%			8.22	%			9.64	%			8.66	%			8.39	%			8.75	%
Interest Rate Instruments:
	Variable to Fixed Swaps			$	898			$	875			$	—			$	—			$	—			$	—			$	—			$	1,773			$	6
		Average Pay Rate			7.70	%			7.58	%			—				—				—				—				—				7.64	%
		Average Receive Rate			8.33	%			8.31	%			—				—				—				—				—				8.32	%

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	•	the July 2006 sale of cable systems to Cebridge and New Wave for proceeds of approximately $896 million;
	•	the April 2006 refinancing of our existing credit facilities (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Charter — Liquidity and Capital Resources — Recent Financing Transactions” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CCH II, LLC — Liquidity and Capital Resources — Recent Financing Transactions” included elsewhere in this Exchange Offer Prospectus);
	•	the January 2006 sale by CCH II of an additional $450 million principal amount of the CCH II Notes;
	•	the September 2005 exchange by Charter Holdings, CCH I and CIH of approximately $6.8 billion in total principal amount of outstanding debt securities of Charter Holdings in a private placement for new debt securities;
	•	the August 2005 sale by CCO Holdings and CCO Holdings Capital Corp., of $300 million of 83/4% senior notes due 2013;
	•	the March and June 2005 issuance of $333 million of Charter Operating notes in exchange for $346 million of Charter Holdings notes;
	•	the repurchase during 2005 of $136 million of Charter’s 4.75% convertible senior notes due 2006 leaving $20 million in principal amount outstanding (which were subsequently redeemed); and
	•	the March 2005 redemption of all of CC V Holdings, LLC’s outstanding 11.875% senior discount notes due 2008 at a total cost of $122 million.

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	•	$417.75 in cash,
	•	100 shares of Charter’s Class A Common Stock, and
	•	$325.00 principal amount of CCH II Notes.

	•	to waive any and all conditions to the Exchange Offer;
	•	to extend the Exchange Offer;
	•	to terminate the Exchange Offer, but only if any condition to the Exchange Offer is not satisfied (see “— Conditions to the Exchange Offer”); or
	•	otherwise to amend the Exchange Offer in any respect; however, the Offerors do not currently intend to change the amount of Class A Common Stock offered to more than 134 shares or less than 67 shares per $1,000 principal amount of Convertible Notes.

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	•	if you hold your Convertible Notes in book-entry form through DTC, by instructing your nominee to make such an election on your behalf in accordance with DTC procedures; or
	•	otherwise, by making such an election in the Letter of Transmittal and delivery of such Letter of Transmittal in accordance with the procedures described under “— Procedures for Tendering Convertible Notes” below.

	•	complete, sign and date the Letter of Transmittal, or a facsimile thereof, in accordance with the instructions in the Letter of Transmittal, including guaranteeing the signatures to the Letter of Transmittal, if required, and mail or otherwise deliver the Letter of Transmittal or a facsimile thereof, to the Exchange Agent at one of its addresses listed on the back cover page of this Exchange Offer Prospectus, for receipt on or prior to the Expiration Date; or
	•	comply with the ATOP procedures for book-entry transfer described below on or prior to the Expiration Date.

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	Book-Entry Delivery Procedures for Tendering Convertible Notes Held with DTC

	•	inform your nominee of your interest in tendering your Convertible Notes pursuant to the Exchange Offer; and
	•	instruct your nominee to tender all Convertible Notes you wish to be tendered in the Exchange Offer into the Exchange Agent’s account at DTC on or prior to the Expiration Date.

	Proper Execution and Delivery of the Letter of Transmittal

	(1) a bank;
	(2) a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker;
	(3) a credit union;
	(4) a national securities exchange, registered securities association or clearing agency; or
	(5) a savings institution that is a participant in a Securities Transfer Association recognized program.

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	•	specify the name of the person who tendered the Convertible Notes to be withdrawn;
	•	contain the description of the Convertible Notes to be withdrawn and the aggregate principal amount represented by such Convertible Notes; and
	•	be signed by the Holder of such Convertible Notes in the same manner as the original signature on the Letter of Transmittal by which such Convertible Notes were tendered (including any required signature guarantees), if any, or be accompanied by (x) documents of transfer sufficient to have the Trustee register the transfer of the Convertible Notes to the name of the person withdrawing such Convertible Notes and (y) a properly completed irrevocable proxy that authorized such person to effect such revocation on behalf of such Holder.

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	(1) the Offerors and their affiliates are not in compliance, after taking into account the effects of the Exchange Offer, the Private Exchange Offer and other relevant events, with the covenants and other restrictions contained in the agreements governing our indebtedness and other obligations, excluding any actions or omissions by the Offerors that are intended to allow the Offerors to assert this condition;
	(2) there shall have been instituted, threatened or be pending any action or proceeding (or there shall have been any material adverse development to any action or proceeding currently instituted, threatened or pending) before or by any court, governmental, regulatory or administrative agency or instrumentality, or by any other person, in connection with the Exchange Offer that, in the Offerors’ reasonable judgment, either (a) is, or is reasonably likely to be, materially adverse to the business, operations, properties, condition (financial or otherwise), assets or liabilities of Charter and its subsidiaries, taken as a whole, or (b) would or might prohibit, prevent, restrict or delay consummation of the Exchange Offer;
	(3) an order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality that, in the Offerors’ reasonable judgment, either (a) is, or is reasonably likely to be, materially adverse to the business, operations, properties, condition (financial or otherwise), assets or liabilities of Charter and its subsidiaries, taken as a whole, or (b) would or might prohibit, prevent, restrict or delay consummation of the Exchange Offer;
	(4) there shall have occurred or be likely to occur any event affecting the business or financial affairs of Charter that, in the Offerors’ reasonable judgment, would or might prohibit, prevent, restrict or delay consummation of the Exchange Offer;
	(5) the Trustee shall have objected in any respect to, or taken action that could, in the Offerors’ reasonable judgment, adversely affect the consummation of, the Exchange Offer or shall have taken any action that challenges the validity or effectiveness of the procedures used by us in the making of the Exchange Offer or the acceptance for exchange of, or payment of Exchange Consideration in respect of, Convertible Notes tendered pursuant to the Exchange Offer; or
	(6) there has occurred (a) any general suspension of, or limitation on prices for, trading in securities in the United States securities or financial markets, (b) any decline of more than 10% in the price of the Convertible Notes since the date of commencement of the Exchange Offer, (c) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or other major financial markets, (d) any limitation (whether or not mandatory) by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, or other event that, in the Offerors’ reasonable judgment, might affect the extension of credit by banks or other lending institutions, (e) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States or (f) in the case of any of the foregoing existing on the date hereof, a material acceleration or worsening thereof.

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	•	improving the end-to-end customer experience and increasing customer loyalty;
	•	growing sales and retention for all our products and services; and
	•	driving operating and capital effectiveness.

	The Customer Experience

	Sales and Retention

	Operating and Capital Effectiveness

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	•	the July 2006 sale of cable systems to Cebridge and New Wave for proceeds of approximately $896 million;
	•	the April 2006 refinancing of our existing credit facilities (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Charter — Liquidity and Capital Resources — Recent Financing Transactions” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CCH II, LLC — Liquidity and Capital Resources — Recent Financing Transactions” included elsewhere in this Exchange Offer Prospectus;
	•	the January 2006 sale by CCH II of an additional $450 million principal amount of CCH II Notes;
	•	the September 2005 exchange by Charter Holdings, CCH I and CCH I Holdings, LLC (“CIH”), of approximately $6.8 billion in total principal amount of outstanding debt securities of Charter Holdings in a private placement for new debt securities;
	•	the August 2005 sale by our subsidiaries, CCO Holdings, LLC (“CCO Holdings”) and CCO Holdings Capital Corp., of $300 million of 83/4% senior notes due 2013;
	•	the March and June 2005 issuance of $333 million of Charter Operating notes in exchange for $346 million of Charter Holdings notes;
	•	the repurchase during 2005 of $136 million of Charter’s 4.75% convertible senior notes due 2006 leaving $20 million in principal amount outstanding; and
	•	the March 2005 redemption of all of CC V Holdings, LLC’s outstanding 11.875% senior discount notes due 2008 at a total cost of $122 million.

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				Approximate as of
				June 30,				June 30,
				2006(a)				2005(a)
Cable Video Services:
	Analog Video:
		Residential (non-bulk) analog video customers(b)			5,600,300				5,683,400
		Multi-dwelling (bulk) and commercial unit customers(c)			275,800				259,700
		Total analog video customers(b)(c)			5,876,100				5,943,100
	Digital Video:
		Digital video customers(d)			2,889,000				2,685,600
	Non-Video Cable Services:
		Residential high-speed Internet customers(e)			2,375,100				2,022,200
		Residential telephone customers(f)			257,600				67,800

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(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). At June 30, 2006 and 2005, “customers” include approximately 55,900 and 45,100 persons whose accounts were over 60 days past due in payment, approximately 14,300 and 8,200 persons whose accounts were over 90 days past due in payment and approximately 8,900 and 4,500 of which were over 120 days past due in payment, respectively.
(b)		“Analog video customers” include all customers who receive video services (including those who also purchase high-speed Internet and telephone services) but excludes approximately 296,500 and 248,400 customers at June 30, 2006 and 2005, respectively, who receive high-speed Internet service only or telephone service only and who are only counted as high-speed Internet customers or telephone customers.
(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 used consistently. As we increase our effective analog 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 boxes. Included in “digital video customers” on June 30, 2006 and 2005 are approximately 8,400 and 9,700 customers, respectively, that receive digital video service directly through satellite transmission.
(e)		“Residential high-speed Internet customers” represent those customers who subscribe to our high-speed Internet service.
(f)		“Residential telephone 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 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 we 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, music concert or similar event on a commercial-free basis.
	•	Digital Video. We offer digital video service to our customers in several different service combination packages. All of our digital packages include a digital set-top box, an interactive electronic programming guide, an expanded menu of pay-per-view channels and the option to also receive digital packages which range from 8 to 30 additional video channels. We also offer our

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		customers certain digital packages with one or more premium channels that give customers access to several different versions of the same premium channel. 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 Internet 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 subscription VOD (“SVOD”) for a monthly fee or included in a digital tier premium channel subscription.
	•	High Definition Television. High definition television offers our digital customers video programming at a higher resolution than the standard analog or digital video image.
	•	Digital Video Recorder. DVR service enables customers to digitally record programming and to pause and rewind live programming.

	High-Speed Internet Services

	Telephone Services

	Commercial Services

	Sale of Advertising

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		Price Range as of
Service		June 30, 2006
Analog video packages		$	6.38 - $ 58.00
Premium channels		$	10.00 - $ 15.00
Pay-per-view events		$	2.99 - $179.00
Digital video packages (including high-speed Internet service for higher tiers)		$	34.00 - $172.99
High-speed Internet service		$	21.95 - $ 59.99
Video on demand (per selection)		$	0.99 - $ 29.99
High definition television		$	3.00 - $ 10.99
Digital video recorder (DVR)		$	9.99 - $ 14.99

Less than
550 megahertz				550 megahertz				750 megahertz				860/870 megahertz				Two-way Enabled
	8%				5%				40%				47%				87%

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	•	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.

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	General

	Costs

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	DBS

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	DSL and Other Broadband Services

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	Telephone Companies and Utilities

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	Broadcast Television

	Traditional Overbuilds

	Private Cable

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	Wireless Distribution

	Properties

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	Other Litigation

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Directors		Position(s)
Paul G. Allen		Chairman of the board of directors
W. Lance Conn		Director of Charter
Nathaniel A. Davis		Director of Charter
Jonathan L. Dolgen		Director of Charter
Rajive Johri		Director of Charter
Robert P. May		Director of Charter
David C. Merritt		Director of Charter
Marc B. Nathanson		Director of Charter
Jo Allen Patton		Director of Charter
Neil Smit		Director of Charter, CCH II Capital Corp., President and Chief Executive Officer of Charter and Charter Holdco
John H. Tory		Director of Charter
Larry W. Wangberg		Director of Charter

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Executive Officers		Position
Paul G. Allen		Chairman of the Board of Directors
Neil Smit		President and Chief Executive Officer
Michael J. Lovett		Executive Vice President and Chief Operating Officer
Jeffrey T. Fisher		Executive Vice President and Chief Financial Officer
Grier C. Raclin		Executive Vice President, General Counsel and Corporate Secretary
Marwan Fawaz		Executive Vice President and Chief Technical Officer
Robert A. Quigley		Executive Vice President and Chief Marketing Officer
Sue Ann R. Hamilton		Executive Vice President, Programming
Lynne F. Ramsey		Senior Vice President, Human Resources
Kevin D. Howard		Vice President and Chief Accounting Officer

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																		Long-Term
						Annual Compensation												Compensation Award
																		Restricted				Securities
		Year												Other Annual				Stock				Underlying				All Other
		Ended				Salary				Bonus				Compensation				Awards				Options				Compensation
Name and Principal Position		Dec. 31				($)				($)				($)				($)				(#)				($)(1)
Neil Smit(2)			2005				415,385				1,200,000	(9)			—				3,278,500	(21)			3,333,333				23,236	(28)
President and Chief			2004				—				—				—				—				—				—
Executive Officer			2003				—				—				—				—				—				—
Robert P. May(3)			2005				—				839,000	(10)			1,360,239	(16)			180,000	(22)			—				—
Former Interim President			2004				—				—				10,000	(16)			50,000	(22)			—				—
and Chief Executive Officer			2003				—				—				—				—				—				—
Carl E. Vogel(4)			2005				115,385				—				1,428	(17)			—				—				1,697,451	(29)
Former President and Chief			2004				1,038,462				500,000	(11)			38,977	(17)			4,729,400	(23)			580,000				3,239
Executive Officer			2003				1,000,000				150,000	(12)			40,345	(17)			—				750,000				3,239
Michael J. Lovett(5)			2005				516,153				377,200				14,898	(18)			265,980	(24)			216,000				59,013	(30)
Executive Vice President			2004				291,346				241,888				7,797	(18)			355,710	(24)			172,000				6,994
and Chief Operating Officer			2003				81,731				60,000				2,400	(18)			—				100,000				1,592
Paul E. Martin(6)			2005				350,950				299,017	(13)			—				52,650	(25)			83,700				7,047
Senior Vice President,			2004				193,173				25,000	(13)			—				269,100	(25)			77,500				6,530
Interim Chief Financial			2003				167,308				14,000				—				—				—				4,048
Officer, Principal Accounting Officer and Corporate Controller
Wayne H. Davis(7)			2005				409,615				184,500				—				108,810	(26)			145,800				3527
Executive Vice President			2004				269,231				61,370	(14)			—				435,635	(26)			135,000				2,278
and Chief Technical Officer			2003				212,885				47,500				581	(19)			—				225,000				436
Sue Ann R. Hamilton(8)			2005				362,700				152,438				—				107,838	(27)			145,000				6,351
Executive Vice President —			2004				346,000				13,045				—				245,575	(27)			90,000				3,996
Programming			2003				225,000				231,250	(15)			4,444	(20)			—				200,000				1,710

	(1)	Except as noted in notes 28 through 30 below respectively, these amounts consist of matching contributions under our 401(k) plan, premiums for supplemental life insurance available to executives, and long-term disability available to executives.
	(2)	Mr. Smit joined Charter on August 22, 2005 in his current position.
	(3)	Mr. May served as Interim President and Chief Executive Officer from January 2005 through August 2005.
	(4)	Mr. Vogel resigned from all of his positions with Charter and its subsidiaries on January 17, 2005.
	(5)	Mr. Lovett joined Charter in August 2003 and was promoted to his current position in April 2005.
	(6)	Mr. Martin resigned from all of his positions with Charter and its subsidiaries on April 3, 2006.
	(7)	Mr. Davis resigned from all of his positions with Charter and its subsidiaries on March 23, 2006.

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	(8)	Ms. Hamilton joined Charter in March 2003 and was promoted to her current position in April 2005.
	(9)	Pursuant to his employment agreement, Mr. Smit received a $1,200,000 bonus for 2005.

(10)	This bonus was paid pursuant to Mr. May’s Executive Services Agreement. See “Employment Arrangements and Related Agreements.”
(11)	Mr. Vogel’s 2004 bonus was a mid-year discretionary bonus.
(12)	Mr. Vogel’s 2003 bonus was determined in accordance with the terms of his employment agreement.
(13)	Includes (i) for 2005, Mr. Martin’s bonus included a guarantee bonus of $50,000 for Mr. Martin’s services as Interim Co-Chief Financial Officer and a discretionary bonus of $50,000 and (ii) for 2004, a SOX implementation bonus of $25,000.
(14)	Mr. Davis’ 2004 bonus included a $50,000 discretionary bonus.
(15)	Ms. Hamilton’s 2003 bonus included a $150,000 signing bonus.
(16)	Includes (i) for 2005, $1,177,885 as compensation for services of Mr. May as Interim President and Chief Executive Officer pursuant to his Executive Services Agreement (see “Employment Arrangements and Related Agreements”), $67,000 as compensation for services as a director on Charter’s board of directors, $15,717 attributed to personal use of the corporate airplane and $99,637 for reimbursement for transportation and living expenses pursuant to Mr. May’s Executive Services Agreement, and (ii) for 2004, compensation for services as a director on Charter’s board of directors.
(17)	Includes (i) for 2005, $1,428 attributed to personal use of the corporate airplane, (ii) for 2004, $28,977 attributed to personal use of the corporate airplane and $10,000 for tax advisory services, and (iii) for 2003, $30,345 attributed to personal use of the corporate airplane and $10,000 for tax advisory services.
(18)	Includes (i) for 2005, $7,698 attributed to personal use of the corporate airplane and $7,200 for automobile allowance, (ii) for 2004, $597 attributed to personal use of the corporate airplane and $7,200 for automobile allowance and (iii) for 2003, $2,400 for automobile allowance.
(19)	Amount attributed to personal use of the corporate airplane.
(20)	Amount attributed to personal use of the corporate airplane.
(21)	Pursuant to his employment agreement, Mr. Smit received 1,250,000 restricted shares in August 2005, which will vest on the first anniversary of the grant date and 1,562,500 restricted shares in August 2005, which will vest over three years in equal one-third installments. See “Employment Arrangements and Related Agreements.” At December 31, 2005, the value of all of Mr. Smit’s unvested restricted stock holdings was $3,431,250, based on a per share market value (closing sale price) of $1.22 for the Class A Common Stock on December 31, 2005.
(22)	Includes (i) for 2005, 100,000 restricted shares granted in April 2005 under our 2001 Stock Incentive Program for Mr. May’s services as Interim President and Chief Executive Officer that vested upon his termination in that position in August 2005 and 40,650 restricted shares granted in October 2005 under our 2001 Stock Incentive Program for Mr. May’s annual director grant which vest on the first anniversary of the grant date, and (ii) for 2004, 19,685 restricted shares granted in October 2004 under our 2001 Stock Incentive Program for Mr. May’s annual director grant, which vested on the first anniversary of the grant date in October 2005. At December 31, 2005, the value of all of Mr. May’s unvested restricted stock holdings was $49,593, based on a per share market value (closing sale price) of $1.22 for the Class A Common Stock on December 31, 2005.
(23)	Includes 340,000 performance shares granted in January 2004 under our Long-Term Incentive Program that were to vest on the third anniversary of the grant date only if Charter meets certain performance criteria. Also includes 680,000 restricted shares issued in exchange for stock options held by Mr. Vogel pursuant to the February 2004 option exchange program described below, one half of which constituted performance shares which were to vest on the third anniversary of the grant date only if Charter met certain performance criteria, and the other half of which were to vest over

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	three years in equal one-third installments. Under the terms of the separation agreement described below in “Employment Arrangements and Related Agreements,” Mr. Vogel’s options and remaining restricted stock vested until December 31, 2005, and all vested options were exercisable until sixty (60) days thereafter. All performance shares were forfeited upon termination of employment. All remaining unvested restricted stock and stock options were cancelled on December 31, 2005. Therefore, at December 31, 2005, the value of all of Mr. Vogel’s unvested restricted stock holdings was $0.
(24)	Includes (i) for 2005, 129,600 performance shares granted in April 2005 under our Long-Term Incentive Program which will vest on the third anniversary of the grant date only if Charter meets certain performance criteria and 75,000 restricted shares granted in April 2005 under our 2001 Stock Incentive Plan that will vest on the third anniversary of the grant date, and (ii) for 2004, 88,000 performance shares granted under our Long-Term Incentive Program that will vest on the third anniversary of the grant date only if Charter meets certain performance criteria. At December 31, 2005, the value of all of Mr. Lovett’s unvested restricted stock holdings (including performance shares) was $356,972, based on a per share market value (closing sale price) of $1.22 for the Class A Common Stock on December 31, 2005.
(25)	Includes (i) for 2005, $40,500 performance shares granted under our Long-Term Incentive Program that will vest on the third anniversary of the grant date only if Charter meets certain performance criteria, and (ii) for 2004, 37,500 performance shares granted in January 2004 under our Long-Term Incentive Program which were to vest on the third anniversary of the grant date only if Charter meets certain performance criteria and 17,214 restricted shares issued in exchange for stock options held by Mr. Martin pursuant to the February 2004 option exchange program described below, one half of which constituted performance shares which were to vest on the third anniversary of the grant date only if Charter meets certain performance criteria, and the other half of which were to vest over three years in equal one-third installments. At December 31, 2005, the value of all of Mr. Martin’s unvested restricted stock holdings (including performance shares) was $112,661, based on a per share market value (closing sale price) of $1.22 for the Class A Common Stock on December 31, 2005.
(26)	Includes (i) for 2005, 83,700 performance shares granted under our Long-Term Incentive Program that will vest on the third anniversary of the grant date only if Charter meets certain performance criteria., and (ii) for 2004, 77,500 performance shares granted in January 2004 under our Long-Term Incentive Program which will vest on the third anniversary of the grant date only if Charter meets certain performance criteria and 8,000 restricted shares issued in exchange for stock options held by Mr. Davis pursuant to the February 2004 option exchange program described below, one half of which constituted performance shares which will vest on the third anniversary of the grant date only if Charter meets certain performance criteria, and the other half of which will vest over three years in equal one-third installments. At December 31, 2005, the value of all of Mr. Davis’s unvested restricted stock holdings (including performance shares) was $204,797, based on a per share market value (closing sale price) of $1.22 for the Class A Common Stock on December 31, 2005.
(27)	These restricted shares consist of 83,700 and 47,500 performance shares granted in 2005 and 2004 under our Long-Term Incentive Program that will vest on the third anniversary of the grant date only if Charter meets certain performance criteria. At December 31, 2005, the value of all of Ms. Hamilton’s unvested restricted stock holdings (including performance shares) was $160,064 based on a per share market value (closing sale price) of $1.22 for the Class A Common Stock on December 31, 2005.
(28)	In addition to items in Note 1 above, includes $19,697 attributed to reimbursement for taxes (on a “grossed up” basis) paid in respect of prior reimbursements for relocation expenses.
(29)	In addition to items in Note 1 above, includes accrued vacation at time of termination and severance payments pursuant to Mr. Vogel’s separation agreement (See “— Employment Arrangements and Related Agreements”).

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(30)	In addition to items in Note 1 above, includes $51,223 attributed to reimbursement for taxes (on a “grossed up” basis) paid in respect of prior reimbursements for relocation expenses.

																			Potential Realizable Value at
			Number of				% of Total												Assumed Annual Rate of
			Securities				Options												Stock Price Appreciation For
			Underlying				Granted to				Exercise								Option Term(2)
			Options				Employees				Price				Expiration
Name			Granted (#)(1)				in 2005				($/Sh)				Date				5% ($)				10% ($)
Neil Smit				3,333,333				30.83	%		$	1.18				8/22/2015			$	2,465,267			$	6,247,470
Robert P. May				—				—				—				—				—				—
Carl E. Vogel				—				—				—				—				—				—
Michael J. Lovett				216,000				2.00	%			1.30				4/26/2015				175,914				445,802
Paul E. Martin				83,700				0.77	%			1.30				4/26/2015				68,430				173,415
Wayne H. Davis				145,800				1.35	%			1.30				4/26/2015				118,742				300,916
Sue Ann R. Hamilton				97,200				0.90	%			1.53				3/25/2015				93,221				236,240
				47,800				0.44	%			1.27				10/18/2015				38,208				96,826

(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.

										Number of Securities
										Underlying Unexercised								Value of Unexercised
										Options at December 31,								In-the-Money Options at
		Shares								2005 (#)(1)								December 31, 2005 ($)(2)
		Acquired on				Value
Name		Exercise (#)				Realized ($)				Exercisable				Unexercisable				Exercisable				Unexercisable
Neil Smit			—				—				—				3,333,333				—			$	133,333
Robert P. May			—				—				—				—				—				—
Carl E. Vogel(3)			—				—				1,120,000				—				—				—
Michael J. Lovett			—				—				93,000				395,000				—				—
Paul E. Martin(4)			—				—				143,125				193,075				—				—
Wayne H. Davis(5)			—				—				176,250				379,550				—				—
Sue Ann R. Hamilton			—				—				122,500				312,500				—				—

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(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 the 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 the Class A Common Stock.
(2)	Based on a per share market value (closing price) of $1.22 as of December 31, 2005 for the Class A Common Stock.
(3)	Mr. Vogel’s employment terminated on January 17, 2005. Under the terms of the separation agreement, his options continued to vest until December 31, 2005, and all vested options were exercisable for sixty (60) days thereafter.
(4)	Mr. Martin’s employment terminated on April 3, 2006. Under the terms of his January 9, 2006 retention agreement, his options continue to vest until September 2, 2007, and all vested options are exercisable until sixty (60) days thereafter.
(5)	Mr. Davis’ employment terminated on March 23, 2006. Under the terms of his separation agreement, his options continue to vest until September 30, 2007, and all vested options are exercisable until sixty (60) days thereafter.

											Estimated Future Payouts of Shares
			Number of								Under Non-Stock Price-Based Plans
			Shares, Units or				Performance or Other Period
Name			Other Rights				Until Maturation or Payout				Threshold				Target				Maximum
Neil Smit												—				—				—
Robert P. May												—				—				—
Carl E. Vogel												—				—				—
Michael J. Lovett								1 year performance cycle
				129,600				3 year vesting				90,720				129,600				259,200
Paul E. Martin								1 year performance cycle
				40,500				3 year vesting				28,350				40,500				81,000
Wayne H. Davis				83,700				1 year performance cycle
								3 year vesting				58,590				83,700				167,400
Sue Ann R. Hamilton				83,700				1 year performance cycle
								3 year vesting				58,590				83,700				167,400

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Market

Number of

Price of

Exercise

Securities

Stock at

Price at

New

Length of Original

Underlying

Time of

Time of

Exercise

Option Term

Options

Exchange

Exchange

Price

Remaining at Date

Name

Date

Exchanged

($)

($)

($)

of Exchange

Carl E. Vogel

2/25/04

3,400,000

4.37

13.68

(1)

7 years 7 months

Former President and Chief

Executive Officer

Paul E. Martin

2/25/04

15,000

4.37

23.09

(2)

7 years 0 months

Former Senior Vice President,

50,000

4.37

11.99

7 years 7 months

Principal Accounting Officer

40,000

4.37

15.03

6 years 3 months

and Corporate Controller

Wayne H. Davis

2/25/04

40,000

4.37

23.09

(3)

7 years 0 months

Former Executive Vice President

40,000

4.37

12.27

7 years 11 months

and Chief Technical Officer

(1)	On February 25, 2004, in exchange for 3,400,000 options tendered, 340,000 performance shares were granted with a three year performance cycle and three year vesting along with 340,000 restricted stock units with one-third of the shares vesting on each of the first three anniversaries of the date of grant. On the grant date, the price of our common stock was $4.37.
(2)	On February 25, 2004, in exchange for 105,000 options tendered, 8,607 performance shares were granted with a three year performance cycle and three year vesting along with 8,607 restricted stock

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	units with one-third of the shares vesting on each of the first three anniversaries of the grant date. On the grant date, the price of Charter’s common stock was $4.37.
(3)	On February 25, 2004, in exchange for 80,000 options tendered, 4,000 performance shares were granted with a three year performance cycle and three year vesting along with 4,000 restricted stock units with one-third of the shares vesting on each of the first three anniversaries of the grant date. On the grant date, the price of Charter’s common stock was $4.37.

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	(1) any breach of the director’s duty of loyalty to the corporation and its shareholders;
	(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.

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	•	each current director of Charter;
	•	the current chief executive officer and 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 outstanding Class A Common Stock as of June 30, 2006.

	•	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												% of
		Number of				Unvested				Receivable on								Class B				Class A
		Class A				Restricted				Exercise of								Shares				Shares
		Shares				Class A				Vested Options								Issuable upon				(Voting and				% of
		(Voting and				Shares				or Other				Number of				Exchange or				Investment				Voting
Name and Address		Investment				(Voting Power				Convertible				Class B				Conversion of				Power)				Power
of Beneficial Owner		Power)(1)				Only)(2)				Securities(3)				Shares Owned				Units(4)				(4)(5)				(5)(6)
Paul G. Allen(7)			29,165,526				—				10,000				50,000				365,550,939				49.10	%			90.00	%
Charter Investment, Inc.(8)			—				—				—				—				249,237,766				36.24	%			*
Vulcan Cable III Inc.(9)			—				—				—				—				116,313,173				20.96	%			*
Neil Smit			1,770,834				1,041,666				1,111,111				—				—				*				*
Robert P. May			119,685				40,650				—				—				—				*				*
W. Lance Conn			19,231				32,072				—				—				—				*				*
Nathaniel A. Davis			43,215				—				—				—				—				*				*
Jonathan L. Dolgen			19,685				40,650				—				—				—				*				*
Rajive Johri			—				18,137				—				—				—				*				*
David C. Merritt			64,768				—				—				—				—				*				*
Marc B. Nathanson			464,768				—				50,000				—				—				*				*
Jo Allen Patton			51,300				14,744				—				—				—				*				*
John H. Tory			69,068				—				40,000				—				—				*				*
Larry W. Wangberg			67,768				—				40,000				—				—				*				*
Michael J. Lovett			24,387				200,000				194,500				—				—				*				*
Sue Ann R. Hamilton			—				—				219,300				—				—				*				*
All current directors, director nominees and executive officers as a group (19 persons)			31,881,426				1,538,902				1,767,086				50,000				365,550,939				49.74	%			90.11	%
Carl E. Vogel(10)			158,126				—				—				—				—				*				*
Wayne Davis(11)			1,642				1,333				312,700				—				—				*				*
Paul Martin(12)			9,659				2,869				224,675				—				—				*				*
Steelhead Partners(13)			37,621,030				—				—				—				—				8.58	%			*

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										Class A Shares												% of
		Number of				Unvested				Receivable on								Class B				Class A
		Class A				Restricted				Exercise of								Shares				Shares
		Shares				Class A				Vested Options								Issuable upon				(Voting and				% of
		(Voting and				Shares				or Other				Number of				Exchange or				Investment				Voting
Name and Address		Investment				(Voting Power				Convertible				Class B				Conversion of				Power)				Power
of Beneficial Owner		Power)(1)				Only)(2)				Securities(3)				Shares Owned				Units(4)				(4)(5)				(5)(6)
J-K Navigator Fund, L.P.(13)			22,067,209				—				—				—				—				5.03	%			*
James Michael Johnston(13)			30,284,630				—				—				—				—				6.91	%			*
Brian Katz Klein(13)			30,284,630				—				—				—				—				6.91	%			*
FMR Corp.(14)			52,487,788				—				—				—				—				11.97	%			1.37	%
Fidelity Management & Research Company(14)			14,961,471				—				31,231,402				—				—				9.83	%			1.20	%
Edward C. Johnson 3d(14)			52,487,788				—				—				—				—				11.97	%			1.37	%
Kingdon Capital Management, LLC(15)			24,236,312				—				—				—				—				5.53	%			*
Wellington Management Company, LLC(16)			21,985,377				—				—				—				—				5.01	%			*

	*	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 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. Excludes certain performance units granted under the 2001 Stock Incentive Plan with respect to which shares will not be issued until the third anniversary of the grant date and then only if Charter meets certain performance criteria (and which consequently do not provide the holder with any voting rights).
	(3)	Includes shares of Class A Common Stock issuable upon exercise of options that have vested or will vest on or before August 29, 2006 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 June 30, 2006 of Class B common stock, Charter Holdco membership units and Charter’s convertible senior notes 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. As a result of the settlement of the CC VIII dispute, Mr. Allen received an accreting note exchangeable as of June 30, 2006 for 26,418,908 Charter Holdco units. 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:

	•	438,474,028 shares of Class A Common Stock are issued and outstanding as of June 30, 2006;
	•	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

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		subsidiaries or conversion of Series A Convertible Redeemable Preferred Stock or the Convertible Notes 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 August 29, 2006; 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 person pursuant to the exercise of options or otherwise.

A person is deemed to have the right to acquire shares of Class A Common Stock with respect to options vested under the 1999 Charter Communications Option Plan. When vested, these options are exercisable for membership units of Charter Holdco, which are immediately exchanged on a one-for-one basis for shares of Class A Common Stock. A person is also deemed to have the right to acquire shares of Class A Common Stock issuable upon the exercise of vested options under the 2001 Stock Incentive Plan.

	(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:

	•	249,237,766 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 26,418,908 shares of Class A Common Stock issuable as of June 30, 2006 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 settlement of the CC VIII dispute. 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.” The address of this person is: 505 Fifth Avenue South, Suite 900, Seattle, WA 98104.

	(8)	Includes 249,237,766 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. Vogel terminated his employment effective on January 17, 2005. His stock options and restricted stock continued to vest through December 31, 2005, and his options were exercisable for 60 days thereafter.
(11)	Mr. Davis terminated his employment effective March 23, 2006. His stock options and restricted stock shown in this table continue to vest until September 30, 2007, and his options will be exercisable for another 60 days thereafter.
(12)	Mr. Martin terminated his employment effective April 3, 2006. His stock options and restricted stock shown in this table continue to vest until September 2, 2007, and his options will be exercisable for another 60 days thereafter.
(13)	The equity ownership reported in this table is based upon the holder’s Schedule 13F filed with the SEC on April 28, 2006. The business address of the reporting person is 1301 First Avenue, Suite 201, Seattle, WA 98101. Steelhead Partners, LLC acts as general partner of J-K Navigator

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	Fund, L.P., and J. Michael Johnston and Brian K. Klein act as the member-managers of Steelhead Partners, LLC. Accordingly, shares shown as beneficially held by Steelhead Partners, LLC, Mr. Johnston and Mr. Klein include shares beneficially held by J-K Navigator Fund, L.P.
(14)	The equity ownership reported in this table is based on the holder’s Schedule 13G/A filed with the SEC on February 14, 2006. The address of the person is: 82 Devonshire Street, Boston, Massachusetts 02109. Fidelity Management & Research Company is a wholly-owned subsidiary of FMR Corp. and is the beneficial owner of 46,192,873 shares as a result of acting as investment adviser to various investment companies and includes: 31,231,402 shares resulting from the assumed conversion of 5.875% senior notes. Fidelity Management Trust Company, a wholly-owned subsidiary of FMR Corp. and is a beneficial owner of 3,066,115 shares as a result of acting as investment adviser to various investment companies and includes: 3,066,115 shares resulting from the assumed conversion of 5.875% senior notes. Fidelity International Limited (“FIL”) provides investment advisory and management services to non-U.S. investment companies and certain institutional investors and is a beneficial owner of 3,228,800 shares. FIL is a separate and independent corporate entity from FMR Corp. Edward C. Johnson 3d, Chairman of FMR Corp. and FIL own shares of FIL voting stock with the right to cast approximately 38% of the total votes of FIL voting stock. Edward C. Johnson 3d, chairman of FMR Corp., and FMR Corp. each has sole power to dispose of 52,487,788 shares.
(15)	The equity ownership reported in this table is based upon holder’s Schedule 13G filed with the SEC on January 25, 2006. The address of the reporting person is: 152 West 57th Street, 50th Floor, New York, NY 10019.
(16)	The equity ownership reported in this table is based upon holder’s Schedule 13G filed with the SEC on February 14, 2006. The address of the reporting person is: 75 State Street, Boston, MA 02109. Wellington Management Company, LLC, in its capacity as investment adviser, may be deemed to beneficially own 21,985,377 shares of Charter which are held of record by clients of Wellington Management Company, LLC.

			Number of Securities								Number of Securities
			to be Issued Upon				Weighted Average				Remaining Available
			Exercise of Outstanding				Exercise Price of				for Future Issuance
			Options, Warrants and				Outstanding Options,				Under Equity
Plan Category			Rights				Warrants and Rights				Compensation Plans
Equity compensation plans approved by security holders				29,126,744	(1)		$	4.47				42,758,409
Equity compensation plans not approved by security holders				289,268	(2)		$	3.91				—
	TOTAL			29,416,012			$	4.46				42,758,409

(1)	This total does not include 4,252,570 shares issued pursuant to restricted stock grants made under our 2001 Stock Incentive Plan, which were subject to vesting based on continued employment or 11,258,256 performance shares issued under our LTIP plan, which are subject to vesting based on continued employment and upon Charter’s achievement of certain performance criteria
(2)	Includes shares of Class A Common Stock to be issued upon exercise of options granted pursuant to an individual compensation agreement with a consultant.

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	•	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. (“CII”), 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 or had a material interest. Mr. Allen has had numerous investments in the areas of technology and media. We have a number of commercial relationships with third parties in which Mr. Allen has or had an interest.
	•	Other Miscellaneous Transactions. We have a limited number of transactions in which certain of the officers, directors and principal stockholders 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 Communications Holdings, LLC (“Charter Holdings”) paid Charter approximately $84 million, $90 million, $128 million and $67 million for management services rendered in 2003, 2004 and 2005 and the six months ended June 30, 2006, respectively.
Mutual Services Agreement		Paul G. Allen		Charter paid Charter Holdco approximately $73 million, $74 million, $89 million and $52 million for services rendered in 2003, 2004 and 2005 and the six months ended June 30, 2006, respectively.
Previous Management Agreement		Paul G. Allen		No fees were paid in 2003, 2004, 2005 or 2006, although total management fees accrued and payable to CII, exclusive of interest, were approximately $14 million at December 31, 2003, 2004 and 2005 and June 30, 2006.

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Transaction		Interested Related Party		Description of Transaction
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 1999 capital contribution of approximately $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 Charter and CC VIII, LLC 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 included 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.
TechTV Carriage Agreement		Paul G. Allen W. Lance Conn Jo Allen Patton Larry W. Wangberg		We recorded approximately $1 million, $5 million, $1 million and $0.6 million from TechTV under the affiliation agreement in 2003, 2004 and 2005 and the six months ended June 30, 2006, respectively, related to launch incentives as a reduction of programming expense.
Oxygen Media Corporation Carriage Agreement		Paul G. Allen W. Lance Conn Jo Allen Patton		We paid Oxygen Media approximately $9 million, $13 million, $9 million and $4 million under a carriage agreement in exchange for programming in 2003, 2004 and 2005 and the six months ended June 30, 2006, respectively. We recorded approximately $1 million, $1 million, $0.1 million and $0 in 2003, 2004 and 2005 and the six months ended June 30, 2006, respectively, from Oxygen Media related to launch incentives as a reduction of programming expense. We received 1 million shares of Oxygen Preferred Stock with a liquidation preference of $33.10 per share in March 2005. We recognized approximately $9 million, $13 million, $2 million and $0 as a reduction of programming expense in 2003, 2004 and 2005 and the six months ended June 30, 2006, respectively, in recognition of the guaranteed value of the investment.

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Transaction		Interested Related Party		Description of Transaction
Portland Trail Blazers Carriage Agreement		Paul G. Allen		We paid approximately $135,200, $96,100, $116,500 and $115,600 for rights to carry the cable broadcast of certain Trail Blazers basketball games in 2003, 2004 and 2005 and the six months ended June 30, 2006, respectively.
Digeo, Inc. Broadband Carriage Agreement		Paul G. Allen Carl E. Vogel Jo Allen Patton W. Lance Conn Michael J. Lovett		We paid Digeo approximately $4 million, $3 million, $3 million and $1 million for customized development of the i-channels and the local content tool kit in 2003, 2004 and 2005 and for the six months ended June 30, 2006, respectively. We entered into a license agreement in 2004 for the Digeo software that runs DVR units purchased from a third party. We paid approximately $0.5 million, $1 million and $3 million in license and maintenance fees in 2004, 2005 and for the six months ended June 30, 2006, respectively. 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. We paid approximately $1 million, $10 million and $8 million in capital purchases in 2004, 2005 and for the six months ended June 30, 2006, respectively.
Viacom Networks		Jonathan L. Dolgen		We are party to certain affiliation agreements with networks of New Viacom and CBS Corporation, pursuant to which they provide Charter with programming for distribution via our cable systems. For the years ended December 31, 2003, 2004 and 2005, Charter paid Old Viacom approximately $188 million, $194 million, $201 million, respectively, and for the six months ended June 30, 2006, Charter paid New Viacom $62 million and CBS Corporation $46 million for programming, and Charter recorded as receivables approximately $5 million, $8 million and $15 million for launch incentives and marketing support for the years ended December 31, 2003, 2004 and 2005, respectively.
Payment for relative’s services		Carl E. Vogel		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.

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Transaction		Interested Related Party		Description of Transaction
Radio advertising		Marc B. Nathanson		We believe that, through a third party advertising agency, we have paid approximately $67,300, $49,300, $67,600 and $56,500 in 2003, 2004 and 2005 and for the six months ended June 30, 2006, respectively, to Mapleton Communications, an affiliate of Mapleton Investments, LLC.
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 in 2002. We also earned approximately $469,300, $0, $0 and $0 in 2003, 2004 and 2005 and for the six months ended June 30, 2006, respectively, by providing management services to the Enstar Limited Partnerships.
Indemnification Advances		Directors and current and former officers named in certain legal proceedings		Charter reimbursed certain of its current and former directors and executive officers a total of approximately $8 million, $3 million, $16,200 and $400 for costs incurred in connection with litigation matters in 2003, 2004 and 2005 and for the six months ended June 30, 2006, respectively.

	Intercompany Management Arrangements

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	Mutual Services Agreement

	Previous Management Agreement with Charter Investment, Inc.

	Vulcan Ventures Channel Access Agreement

	Equity Put Rights

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	Previous Funding Commitment of Vulcan Inc.

	Allocation of Business Opportunities with Mr. Allen

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	TechTV, Inc.

	Oxygen Media Corporation

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	Portland Trail Blazers

	Digeo, Inc.

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	Viacom Networks

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	Payments for Relative’s Services

	Radio Advertising

	Enstar Management Fees

	Indemnification Advances

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																							Start Date
			June 30, 2006								December 31, 2005								Semi-Annual				for Interest
																			Interest				Payment on
			Principal				Accreted				Principal				Accreted				Payment				Discount				Maturity
			Amount				Value(a)				Amount				Value(a)				Dates				Notes				Date(b)
Credit Facilities
	Charter Operating		$	5,800			$	5,800			$	5,731			$	5,731
Renaissance Media Group LLC:
	10.000% senior discount notes due 2008			—				—				114				115				4/15 & 10/15				10/15/03				4/15/08
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			770				770				733				733				4/30 & 10/30								4/30/14
CCO Holdings, LLC:
	83/4% senior notes due 2013			800				795				800				794				5/15 & 11/15								11/15/13
	Senior floating notes due 2010			550				550				550				550			3/15, 6/15, 9/15 & 12/15									12/15/10
CCH II, LLC:
	10.250% senior notes due 2010			2,051				2,042				1,601				1,601				3/15 & 9/15								9/15/10
CCH II, LLC				11,071				11,057				10,629				10,624
CCH I(a):
	11.00% senior notes due 2015			3,525				3,678				3,525				3,683				4/1 & 10/1								10/1/15
CIH(a):
	11.125% senior notes due 2014			151				151				151				151				1/15 & 7/15								1/15/14
	9.920% senior discount notes due 2014			471				471				471				471				4/1 & 10/1								4/1/14
	10.000% senior notes due 2014			299				299				299				299				5/15 & 11/15								5/15/14
	11.750% senior discount notes due 2014			815				815				815				781				5/15 & 11/15				11/15/06				5/15/14
	13.500% senior discount notes due 2014			581				581				581				578				1/15 & 7/15				7/15/06				1/15/14
	12.125% senior discount notes due 2015			217				203				217				192				1/15 & 7/15				7/15/07				1/15/15
Charter Holdings:
	8.250% senior notes due 2007			105				105				105				105				4/1 & 10/1								4/1/07
	8.625% senior notes due 2009			292				292				292				292				4/1 & 10/1								4/1/09
	9.920% senior discount notes due 2011			198				198				198				198				4/1 & 10/1				10/1/04				4/1/11
	10.000% senior notes due 2009			154				154				154				154				4/1 & 10/1								4/1/09
	10.250% senior notes due 2010			49				49				49				49				1/15 & 7/15								1/15/10

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																							Start Date
			June 30, 2006								December 31, 2005								Semi-Annual				for Interest
																			Interest				Payment on
			Principal				Accreted				Principal				Accreted				Payment				Discount				Maturity
			Amount				Value(a)				Amount				Value(a)				Dates				Notes				Date(b)
	11.750% senior discount notes due 2010			43				43				43				43				1/15 & 7/15				7/15/05				1/15/10
	10.750% senior notes due 2009			131				131				131				131				4/1 & 10/1								10/1/09
	11.125% senior notes due 2011			217				217				217				217				1/15 & 7/15								1/15/11
	13.500% senior discount notes due 2011			94				94				94				94				1/15 & 7/15				7/15/06				1/15/11
	9.625% senior notes due 2009			107				107				107				107				5/15 & 11/15								11/15/09
	10.000% senior notes due 2011			137				136				137				136				5/15 & 11/15								5/15/11
	11.750% senior discount notes due 2011			125				125				125				120				5/15 & 11/15				11/15/06				5/15/11
	12.125% senior discount notes due 2012			113				106				113				100				1/15 & 7/15				7/15/07				1/15/12
Charter Communications, Inc.:
	4.750% convertible senior notes due 2006(c)			—				—				20				20				12/1 & 6/1								6/1/06
	5.875% convertible senior notes due 2009(c)			863				848				863				843				5/16 & 11/16								11/16/09
Charter Communications, Inc.			$	19,758			$	19,860	(d)		$	19,336			$	19,388	(d)

(a)		The accreted value presented above generally represents the principal amount of the notes less the original issue discount at the time of sale plus the accretion to the balance sheet date except as follows. The accreted value of the CIH notes issued in exchange for Charter Holdings notes and the CCH I notes issued in exchange for the 8.625% Charter Holdings notes due 2009 are recorded at the historical book values of the Charter Holdings notes for financial reporting purposes as opposed to the current accreted value for legal purposes and notes indenture purposes (which, for both purposes, is the amount that would become payable if the debt becomes immediately due). As of June 30, 2006 and December 31, 2005, the accreted value of Charter’s debt for legal purposes and notes and indentures purposes is approximately $19.4 billion and $18.8 billion, respectively.
(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 Convertible Notes, the 8.25% Charter Holdings notes due 2007, the 10.000% Charter Holdings notes due 2009, the 10.75% Charter Holdings notes due 2009 and the 9.625% Charter Holdings notes due 2009) 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. The Convertible Notes are redeemable if the closing price of the Class A Common Stock exceeds the conversion price by certain percentages as described below. For additional information, see Note 9 to the accompanying consolidated financial statements included elsewhere in this Exchange Offer Prospectus.
(c)		The 4.75% convertible senior notes and the Convertible Notes are convertible at the option of the holders into shares of Class A Common Stock at a conversion rate, subject to certain adjustments, of 38.0952 and 413.2231 shares, respectively, per $1,000 principal amount of notes, which is equivalent to a price of $26.25 and $2.42 per share, respectively. Certain anti-dilutive provisions cause adjustments to occur automatically upon the occurrence of specified events. Additionally, the conversion ratio may be adjusted by us when deemed appropriate.
(d)		Not included within total long-term debt is the $53 million and $49 million CCHC note at June 30, 2006 and December 31, 2005, respectively, which is included in note payable-related party on Charter’s accompanying consolidated balance sheets. See Note 10 to the accompanying consolidated financial statements included elsewhere in this Exchange Offer Prospectus.

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	•	a term facility with a total principal amount of $5.0 billion, which shall be repayable in 23 equal quarterly installments, commencing September 30, 2007, aggregating in each loan year to 1% of the original amount of the term facility, with the remaining balance due at final maturity in 2013;
	•	a revolving credit facility, in a total amount of $1.5 billion, with a maturity date in 2010; and
	•	a revolving credit facility (the “R/T Facility”), in a total amount of $350.0 million, that converts to term loans in April 2007, repayable on the same terms as the term facility described above.

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	(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,

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	(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, Charter Operating or Charter Operating’s subsidiaries having indebtedness in excess of $500 million aggregate principal amount (other than under the Charter Operating credit facilities) 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.

	83/4% Senior Notes due 2013

	Senior Floating Rate Notes Due 2010

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	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.

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	•	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 the Convertible Notes, Charter Holdings notes, CIH notes, CCH I notes and the CCH II Notes;
	•	to purchase, redeem or refinance Charter Holdings notes, CIH notes, CCH I notes, CCH II 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.

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	•	a senior obligation of such guarantor;
	•	structurally senior to the outstanding senior notes of CCO Holdings (except in the case of CCO Holdings’ note guarantee, which is structurally pari passu with such senior notes), the outstanding CCH II Notes, the outstanding CCH I notes, the outstanding CIH notes, the outstanding Charter Holdings notes and the outstanding Convertible Notes (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.

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	•	up to $6.8 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.

	•	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;

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	•	to pay, regardless of the existence of any default, interest when due on the Convertible Notes, the Charter Holdings notes, the CIH notes, the CCH I notes, the CCH II Notes and the CCO Holdings notes;
	•	to purchase, redeem or refinance the Charter Holdings notes, the CIH notes, the CCH I notes, the CCH II Notes, the CCO Holdings notes, the Convertible 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.

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	•	Until the guarantee and pledge date, the Charter Operating notes are secured by a second-priority lien on all of Charter Operating’s assets that secure the obligations of Charter Operating under the Charter Operating credit facility and specified related obligations. The collateral secures the obligations of Charter Operating with respect to the 8% senior second-lien notes due 2012 and the 83/8% senior second-lien notes due 2014 on a ratable basis. The collateral consists of substantially all of Charter Operating’s assets in which security interests may be perfected under the Uniform Commercial Code by filing a financing statement (including capital stock and intercompany obligations), including, but not limited to:
	•	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.

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	•	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.

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	March 1999 Charter Holdings Notes

	January 2000 Charter Holdings Notes

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	January 2001 Charter Holdings Notes

	May 2001 Charter Holdings Notes

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	January 2002 Charter Holdings Notes

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	Summary of Restrictive Covenants Under the Charter Holdings High-Yield Notes

	•	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 its 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.

	•	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.

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	•	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.

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				Percentage of
Note Series		Redemption Dates		Principal
11.125%		September 30, 2007 - January 14, 2008			103.708%
		January 15, 2008 - January 14, 2009			101.854%
		Thereafter			100.0%
9.92%		September 30, 2007 - Thereafter			100.0%
10.0%		September 30, 2007 - May 14, 2008			103.333%
		May 15, 2008 - May 14, 2009			101.667%
		Thereafter			100.0%
11.75%		September 30, 2007 - May 14, 2008			103.917%
		May 15, 2008 - May 14, 2009			101.958%
		Thereafter			100.0%
13.5%		September 30, 2007 - January 14, 2008			104.5%
		January 15, 2008 - January 14, 2009			102.25%
		Thereafter			100.0%
12.125%		September 30, 2007 - January 14, 2008			106.063%
		January 15, 2008 - January 14, 2009			104.042%
		January 15, 2009 - January 14, 2010			102.021%
		Thereafter			100.0%

	•	The debt incurrence covenant permits up to $9.75 billion (rather than $3.5 billion) of debt under credit facilities (less the amount of net proceeds of asset sales applied to repay such debt as required by the asset sale covenant).
	•	CIH 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 CIH leverage ratio would be below 8.75 to 1.0 and if no default exists or would exist as a consequence of such transaction. If those conditions are met, restricted payments are permitted in a total amount of up to the sum of (1) the greater of (a) $500 million or (b) 100% of CIH’s consolidated EBITDA, as defined, minus 1.2 times its consolidated interest

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		expense each for the period from September 28, 2005 to the end of CIH’s most recently ended full fiscal quarter for which internal financial statements are available, plus (2) 100% of new cash and non-cash equity proceeds received by CIH and not allocated to the debt incurrence covenant or to permitted investments, all cumulatively from September 28, 2005.
	•	Instead of the $150 million and $50 million permitted investment baskets described above, there is a $750 million permitted investment basket.

Year		Percentage
2010			105.5%
2011			102.75%
2012			101.375%
2013 and thereafter			100.0%

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	•	up to $9.75 billion of debt under credit facilities (less the amount of net proceeds of asset sales applied to repay such debt as required by the asset sale covenant);
	•	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;
	•	to pay, regardless of the existence of any default, pass-through tax liabilities in respect of ownership of equity interests in CCH I or its restricted subsidiaries;
	•	to enable certain of its parents to pay interest on certain of their indebtedness;
	•	to enable certain of its parents to purchase, redeem or refinance certain indebtedness, so long as CCH I could incur $1.00 of indebtedness under the 7.5 to 1.0 leverage ratio test referred to above; 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.

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	•	investments by CCH I and its restricted subsidiaries in CCH I 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 I since September 28, 2005 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.

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	(1) at all times the number of shares of common stock outstanding will be equal to the number of Charter Holdco 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 Holdco;
	•	common membership units of Charter Holdco; and
	•	obligations and equity interests of Charter Holdco 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 Holdco enters into the same arrangements with Charter so that Charter’s liability flows through to Charter Holdco.

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	•	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 Holdco 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 the Restated Certificate of Incorporation of Charter 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

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	•	the amendment, modification or repeal of any provision of the Restated Certificate of Incorporation of Charter relating to capital stock or the removal of directors.

	•	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 Holdco 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 Holdco membership units are exchangeable on such date.

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	•	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.

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	•	the transfer will not result in the loss of any license or regulatory approval or exemption that has been obtained by Charter Holdco 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 Holdco and its subsidiaries taken as a whole;
	•	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.

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	•	if and when CGML in its discretion terminates all or any portion of a loan at any time;
	•	if and when we terminate any or all of the outstanding loans upon a default by CGML under the Share Lending Agreement, including a breach by CGML of any of its representations and warranties, covenants or agreements under such agreement or the bankruptcy of CGML; or
	•	on November 16, 2009, the termination date for the Share Lending Agreement or, sooner, if and when all of the Convertible Notes have been converted, repaid, redeemed or are otherwise no longer outstanding. We will not otherwise have the right to terminate any loan of borrowed shares.

	•	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.

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	•	365,550,939 shares of Class A Common Stock are issuable upon conversion of Class B common stock issuable upon exchange of Charter Holdco 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.
	•	26,418,908 shares of Class A Common Stock are issuable upon the exchange of Charter Holdco membership units issuable in exchange for a subordinated exchangeable note of CCHC with an initial accreted value of $48.2 million, accreting at 14%, compounded quarterly, with a 15-year maturity. The note is exchangeable, at Charter Investment, Inc.’s option, at any time, for Holdco membership units at a rate equal to then accreted value, divided by $2.00. 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.”
	•	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 June 30, 2006, 1,318,020 shares had been issued under the plans upon exercise of options, 1,256,376 shares had been issued upon vesting of restricted stock grants, and 3,854,368 shares are subject to future vesting under restricted stock agreements. Of the remaining 83,571,236 shares covered by the plans, as of June 30, 2006, 28,571,485 were subject to outstanding options (37% of which were vested), and there were 24,605,998 performance units granted under Charter’s long-term incentive program or the February 20, 2004 exchange offer, 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. As of June 30, 2006, 30,393,763 shares remained available for future grant under the plans.
	•	178,202,479 shares of Class A Common Stock are issuable upon conversion of the Convertible Notes assuming 50% of the Convertible Notes are tendered in this Exchange Offer.

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	•	senior unsecured obligations of the Issuers;
	•	effectively subordinated in right of payment to any future secured Indebtedness of the Issuers, to the extent of the value of the assets securing such Indebtedness;
	•	equal in right of payment to any future unsubordinated, unsecured Indebtedness of the Issuers and any notes of CCH II issued in the Private Exchange Offers;
	•	structured to be effectively senior to the outstanding senior notes and senior discount notes of CCH I, any notes of CCH I issued in the Private Exchange Offers, CIH and Charter Holdings and the outstanding convertible senior notes of Charter Communications, Inc.;
	•	senior in right of payment to any future subordinated Indebtedness of the Issuers; and
	•	structurally subordinated to all indebtedness and other liabilities (including trade payables) of the Issuers’ subsidiaries, including indebtedness under our subsidiaries’ credit facilities and the senior notes of CCO Holdings and CCO.

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Year		Percentage
2008			105.125%
2009 and thereafter			100.000%

	Change of control

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	(1) accept for payment all CCH II Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
	(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all CCH II Notes or portions thereof so tendered; and
	(3) deliver or cause to be delivered to the trustee the CCH II Notes so accepted together with an officers’ certificate stating the aggregate principal amount of CCH II Notes or portions thereof being purchased by the Issuers.

	Asset sales

	(1) CCH II or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;
	(2) such fair market value is determined by the Board of Directors of CCH II and evidenced by a resolution of such Board of Directors set forth in an officers’ certificate delivered to the trustee; and
	(3) at least 75% of the consideration therefor received by CCH II or such Restricted Subsidiary is in the form of cash, Cash Equivalents or readily marketable securities.

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	(a) any liabilities (as shown on CCH II’s or such Restricted Subsidiary’s most recent balance sheet) of CCH II or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the CCH II Notes) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases CCH II or such Restricted Subsidiary from further liability;
	(b) any securities, CCH II Notes or other obligations received by CCH II or any such Restricted Subsidiary from such transferee that are converted by the recipient thereof into cash, Cash Equivalents or readily marketable securities within 60 days after receipt thereof (to the extent of the cash, Cash Equivalents or readily marketable securities received in that conversion); and
	(c) Productive Assets.

	(1) to repay debt under the Credit Facilities or any other Indebtedness of the Restricted Subsidiaries of CCH II (other than Indebtedness represented by a guarantee of a Restricted Subsidiary of CCH II); or
	(2) to invest in Productive Assets; provided that any such amount of Net Proceeds which CCH II or a Restricted Subsidiary has committed to invest in Productive Assets within 365 days of the applicable Asset Sale may be invested in Productive Assets within two years of such Asset Sale.

	(1) if any CCH II Notes are listed, in compliance with the requirements of the principal national securities exchange on which the CCH II Notes are listed; or
	(2) if the CCH II Notes are not so listed, on a pro rata basis, by lot or by such method as the trustee shall deem fair and appropriate.

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	•	“— Repurchase at the option of holders — Asset sales,”
	•	“— Restricted payments,”
	•	“— Investments,”
	•	“— Incurrence of indebtedness and issuance of preferred stock,”
	•	“— Dividend and other payment restrictions affecting subsidiaries,”
	•	clause (D) of the first paragraph of “— Merger, consolidation, or sale of assets,”
	•	“— Transactions with affiliates” and
	•	“— Sale and leaseback transactions.”

	Restricted payments

	(1) declare or pay any dividend or make any other payment or distribution on account of its or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving CCH II or any of its Restricted Subsidiaries) or to the direct or indirect holders of CCH II’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable (x) solely in Equity Interests (other than Disqualified Stock) of CCH II or (y), in the case of CCH II and its Restricted Subsidiaries, to CCH II or a Restricted Subsidiary thereof);
	(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving CCH II or any of its Restricted Subsidiaries) any Equity Interests of CCH II or any direct or indirect Parent of CCH II or any Restricted Subsidiary of CCH II (other than, in the case of CCH II and its Restricted Subsidiaries, any such Equity Interests owned by CCH II or any of its Restricted Subsidiaries); or

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(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Indebtedness of CCH II that is subordinated to the CCH II Notes, except a payment of interest or principal at the Stated Maturity thereof (all such payments and other actions set forth in clauses (1) through (3) above are collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

	(a) no Default or Event of Default under the Indenture shall have occurred and be continuing or would occur as a consequence thereof; and
	(b) CCH II would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of indebtedness and issuance of preferred stock”; and
	(c) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by CCH II and its Restricted Subsidiaries from and after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8) and (10) of the next succeeding paragraph), shall not exceed, at the date of determination, the sum of:

	(1) an amount equal to 100% of the Consolidated EBITDA of CCH II for the period beginning on the first day of the fiscal quarter commencing July 1, 2003 to the end of CCH II’s most recently ended full fiscal quarter for which internal financial statements are available, taken as a single accounting period, less the product of 1.3 times the Consolidated Interest Expense of CCH II for such period, plus
	(2) an amount equal to 100% of Capital Stock Sale Proceeds less any amount of such Capital Stock Sale Proceeds used in connection with an Investment made on or after the Issue Date pursuant to clause (5) of the definition of “Permitted Investments,” plus
	(3) $100 million.

	(1) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the Indenture;
	(2) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of CCH II in exchange for, or out of the net proceeds of, the substantially concurrent sale (other than to a Subsidiary of CCH II) of Equity Interests of CCH II (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (3)(b) of the preceding paragraph;
	(3) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of CCH II or any of its Restricted Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;
	(4) regardless of whether a Default then exists, the payment of any dividend or distribution to the extent necessary to permit direct or indirect beneficial owners of shares of Capital Stock of CCH II to pay federal, state or local income tax liabilities that would arise solely from income of CCH II or any of its Restricted Subsidiaries, as the case may be, for the relevant taxable period and attributable to them solely as a result of CCH II (and any intermediate entity through which the holder owns such shares) or any of its Restricted Subsidiaries being a limited liability company, partnership or similar entity for federal income tax purposes;
	(5) regardless of whether a Default then exists, the payment of any dividend by a Restricted Subsidiary of CCH II to the holders of its common Equity Interests on a pro rata basis;

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	(6) the payment of any dividend on the Helicon Preferred Stock or the redemption, repurchase, retirement or other acquisition of the Helicon Preferred Stock in an amount not in excess of its aggregate liquidation value;
	(7) the repurchase, redemption or other acquisition or retirement for value, or the payment of any dividend or distribution to the extent necessary to permit the repurchase, redemption or other acquisition or retirement for value, of any Equity Interests of CCH II or a Parent of CCH II held by any member of CCH II’s or such Parent’s management pursuant to any management equity subscription agreement or stock option agreement entered into in accordance with the policies of CCH II or any Parent; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $10 million in any fiscal year of the Issuers;
	(8) payment of fees in connection with any acquisition, merger or similar transaction in an amount that does not exceed an amount equal to 1.25% of the transaction value of such acquisition, merger or similar transaction;
	(9) additional dividends and distributions directly or indirectly to CCH II or any Parent (i) regardless of whether a Default exists (other than a Default described in paragraphs (1), (2), (7) or (8) under the caption “Events of default and remedies”), for the purpose of enabling Charter Holdings, and/or any Charter Refinancing Subsidiary to pay interest when due on Indebtedness under the Charter Holdings Indentures, and/or any Charter Refinancing Indebtedness, (ii) for the purpose of enabling Charter and/or any Charter Refinancing Subsidiary to pay interest when due on Indebtedness under the Charter Indentures and/or any Charter Refinancing Indebtedness and (iii) so long as CCH II would have been permitted, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable quarter period, to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of indebtedness and issuance of preferred stock,” to the extent required to enable Charter Holdings, Charter or any Charter Refinancing Subsidiary to defease, redeem, repurchase, prepay, repay, discharge or otherwise acquire or retire for value Indebtedness under the Charter Holdings Indentures, the Charter Indentures or any Charter Refinancing Indebtedness; and
	(10) dividends or distributions to any Parent to consummate the Private Exchanges.

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	Investments

	(1) make any Restricted Investment; or
	(2) allow any of its Restricted Subsidiaries to become an Unrestricted Subsidiary, unless, in each case:

	(a) no Default or Event of Default under the Indenture shall have occurred and be continuing or would occur as a consequence thereof; and
	(b) CCH II would, at the time of, and after giving effect to, such Restricted Investment or such designation of a Restricted Subsidiary as an Unrestricted Subsidiary, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the applicable Leverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of indebtedness and issuance of preferred stock.”

	Incurrence of indebtedness and issuance of preferred stock

	(1) the incurrence by CCH II and its Restricted Subsidiaries of Indebtedness under the Credit Facilities; provided that the aggregate principal amount of all Indebtedness of CCH II and its Restricted Subsidiaries outstanding under this clause (1) for all Credit Facilities of CCH II and its Restricted Subsidiaries after giving effect to such incurrence does not exceed an amount equal to $9.75 billion less the aggregate amount of all Net Proceeds from Asset Sales applied by CCH II or any of its Restricted Subsidiaries to repay Indebtedness under a Credit Facility pursuant to the covenant described under “— Repurchase at the option of holders — Asset sales;”
	(2) the incurrence by CCH II and its Restricted Subsidiaries of Existing Indebtedness (other than under the Credit Facilities);
	(3) the incurrence on the Issue Date by CCH II and its Restricted Subsidiaries of Indebtedness represented by the CCH II Notes (other than any Additional Notes);
	(4) the incurrence by CCH II or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement (including, without limitation, the cost of design, development, construction, acquisition, transportation, installation, improvement, and migration) of Productive Assets of CCH II or any of its

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	Restricted Subsidiaries in an aggregate principal amount not to exceed $75 million at any time outstanding pursuant to this clause (4);
	(5) the incurrence by CCH II or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace, in whole or in part, Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred under this clause (5), the first paragraph of this covenant or clauses (2) or (3) of this paragraph;
	(6) the incurrence by CCH II or any of its Restricted Subsidiaries of intercompany Indebtedness between or among CCH II and any of its Restricted Subsidiaries; provided that:

	(a) if CCH II is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the CCH II Notes; and
	(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than CCH II or a Restricted Subsidiary of CCH II and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either CCH II or a Restricted Subsidiary of CCH II, shall be deemed, in each case, to constitute an incurrence of such Indebtedness that was not permitted by this clause (6);

	(7) the incurrence by CCH II or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of the Indenture to be outstanding;
	(8) the guarantee by CCH II or any of its Restricted Subsidiaries of Indebtedness of a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant;
	(9) the incurrence by CCH II or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount at any time outstanding under this clause (9), not to exceed $300 million; and
	(10) the accretion or amortization of original issue discount and the write up of Indebtedness in accordance with purchase accounting.

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	(a) any Indebtedness or Preferred Stock of any Person existing at the time such Person is merged with or into or becomes a Subsidiary of CCH II; provided that such Indebtedness or Preferred Stock was not incurred or issued in connection with, or in contemplation of, such Person merging with or into, or becoming a Subsidiary of, CCH II, and
	(b) any Indebtedness or Preferred Stock of a Restricted Subsidiary issued in connection with, and as part of the consideration for, an acquisition, whether by stock purchase, asset sale, merger or otherwise, in each case involving such Restricted Subsidiary, which Indebtedness or Preferred Stock is issued to the seller or sellers of such stock or assets; provided that such Restricted Subsidiary is not obligated to register such Indebtedness or Preferred Stock under the Securities Act or obligated to provide information pursuant to Rule 144A under the Securities Act.

	Liens

	Dividend and other payment restrictions affecting subsidiaries

	(1) pay dividends or make any other distributions on its Capital Stock to CCH II or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to CCH II or any of its Restricted Subsidiaries;
	(2) make loans or advances to CCH II or any of its Restricted Subsidiaries; or
	(3) transfer any of its properties or assets to CCH II or any of its Restricted Subsidiaries.

	(1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, the Indebtedness under any of the Credit Facilities, including the Vulcan Backstop Facility, and only with respect to the Vulcan Backstop Facility, whether or not any Indebtedness is outstanding on the Issue Date) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date, including the Vulcan Backstop Facility;
	(2) the Indenture and the CCH II Notes;
	(3) applicable law;
	(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by CCH II or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;

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	(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
	(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph;
	(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
	(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
	(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred pursuant to the provisions of the covenant described above under the caption “— Liens” that limit the right of CCH II or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
	(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business;
	(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
	(12) restrictions contained in the terms of Indebtedness permitted to be incurred under the covenant described under the caption “— Incurrence of indebtedness and issuance of preferred stock”; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually, of the Credit Facilities as in effect on the Issue Date and the terms contemplated by the Vulcan Facility; and
	(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of CCH II determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the CCH II Notes.

	Merger, consolidation or sale of assets

	(A) either:

	(i) such Issuer is the surviving Person; or
	(ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state thereof or the District of Columbia, provided that if the Person formed by or surviving any such consolidation or merger with such Issuer is a limited liability company or a Person other than a corporation, a corporate co-issuer shall also be an obligor with respect to the CCH II Notes;

	(B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the CCH II Notes and the Indenture pursuant to agreements reasonably satisfactory to the trustee;
	(C) immediately after such transaction no Default or Event of Default exists; and

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	(D) such Issuer or the Person formed by or surviving any such consolidation or merger (if other than such Issuer) will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period,

	(x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of the covenant described above under the caption “— Incurrence of indebtedness and issuance of preferred stock;” or
	(y) have a Leverage Ratio immediately after giving effect to such consolidation or merger no greater than the Leverage Ratio immediately prior to such consolidation or merger.

	Transactions with affiliates

	(1) such Affiliate Transaction is on terms that are no less favorable to CCH II or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by CCH II or such Restricted Subsidiary with an unrelated Person; and
	(2) CCH II delivers to the trustee:

	(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration given or received by CCH II or any such Restricted Subsidiary in excess of $15 million, a resolution of the Board of Directors of CCH II set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the members of such Board of Directors; and
	(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration given or received by CCH II or any such Restricted Subsidiary in excess of $50 million, an opinion as to the fairness to the holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

	(1) any existing employment agreement entered into by CCH II or any of its Subsidiaries and any employment agreement entered into by CCH II or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of CCH II or such Restricted Subsidiary;
	(2) transactions between or among CCH II and/or its Restricted Subsidiaries;
	(3) payment of reasonable directors fees to Persons who are not otherwise Affiliates of CCH II, and customary indemnification and insurance arrangements in favor of directors, regardless of affiliation with CCH II or any of its Restricted Subsidiaries;
	(4) payment of Management Fees;

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	(5) Restricted Payments that are permitted by the provisions of the covenant described above under the caption “— Restricted payments” and Restricted Investments that are permitted by the provisions of the covenant described above under the caption “— Investments”;
	(6) Permitted Investments;
	(7) the transactions contemplated by the Vulcan Backstop Facility on substantially the same terms as described in Charter’s quarterly report on Form 10-Q for its fiscal quarter ended June 30, 2003 with respect to the commitment letter; and
	(8) transactions pursuant to agreements existing on the Issue Date, as in effect on the Issue Date, or as subsequently modified, supplemented, or amended, to the extent that any such modifications, supplements, or amendments complied with the applicable provisions of the first paragraph of this covenant.

	Sale and leaseback transactions

	(1) CCH II or such Restricted Subsidiary could have

	(a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Leverage Ratio test in the first paragraph of the covenant described above under the caption “— Incurrence of additional indebtedness and issuance of preferred stock”; and
	(b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption “— Liens” or the definition of “Permitted Liens”; and

	(2) the transfer of assets in that sale and leaseback transaction is permitted by, and CCH II or such Restricted Subsidiary applies the proceeds of such transaction in compliance with, the covenant described above under the caption “— Repurchase at the option of holders — Asset sales.”

	Limitations on issuances of guarantees of indebtedness

	(1) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee (a “Subsidiary Guarantee”) of the payment of the CCH II Notes by such Restricted Subsidiary, and
	(2) until one year after all the CCH II Notes have been paid in full in cash, such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against CCH II or any other Restricted Subsidiary of CCH II as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be applicable to any Guarantee or any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

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	Payments for consent

	Reports

	(1) all quarterly and annual financial information that would be required to be contained in a filing with the Securities and Exchange Commission on Forms 10-Q and 10-K if the Issuers were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of CCH II of its independent public accountants; and
	(2) all current reports that would be required to be filed with the Securities and Exchange Commission on Form 8-K if the Issuers were required to file such reports.

	(1) default for 30 days in the payment when due of interest on the CCH II Notes;
	(2) default in payment when due of the principal of or premium, if any, on the CCH II Notes;
	(3) failure by CCH II or any of its Restricted Subsidiaries to comply with the provisions of the Indenture described under the captions “— Repurchase at the option of holders — Change of control” or “— Certain covenants — Merger, consolidation, or sale of Assets”;
	(4) failure by CCH II or any of its Restricted Subsidiaries for 30 days after written notice thereof has been given to the Issuers by the trustee or to the Issuers and the trustee by holders of at

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	least 25% of the aggregate principal amount of the CCH II Notes outstanding to comply with any of their other covenants or agreements in the Indenture;
	(5) default 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 CCH II or any of its Restricted Subsidiaries (or the payment of which is guaranteed by CCH II or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default:

	(a) 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
	(b) 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;

	(6) failure by CCH II or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days; and
	(7) CCH II or any of its Significant Subsidiaries pursuant to or within the meaning of bankruptcy law:

	(a) commences a voluntary case,
	(b) consents to the entry of an order for relief against it in an involuntary case,
	(c) consents to the appointment of a custodian of it or for all or substantially all of its property, or
	(d) makes a general assignment for the benefit of its creditors; or

	(8) a court of competent jurisdiction enters an order or decree under any bankruptcy law that:

	(a) is for relief against CCH II or any of its Significant Subsidiaries in an involuntary case;
	(b) appoints a custodian of CCH II or any of its Significant Subsidiaries or for all or substantially all of the property of CCH II or any of its Significant Subsidiaries; or
	(c) orders the liquidation of CCH II or any of its Significant Subsidiaries;

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	(1) the rights of holders of outstanding CCH II Notes to receive payments in respect of the principal of, premium, if any, and interest on the CCH II Notes when such payments are due from the trust referred to below;
	(2) the Issuers’ obligations with respect to the CCH II Notes concerning issuing temporary CCH II Notes, registration of CCH II Notes, mutilated, destroyed, lost or stolen CCH II Notes and the maintenance of an office or agency for payment and money for security payments held in trust;
	(3) the rights, powers, trusts, duties and immunities of the trustee, and the Issuers’ obligations in connection therewith; and
	(4) the Legal Defeasance provisions of the Indenture.

	(1) the Issuers must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the CCH II Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding CCH II Notes on the stated maturity or on the applicable redemption date, as the case may be, and the Issuers must specify whether the CCH II Notes are being defeased to maturity or to a particular redemption date;
	(2) in the case of Legal Defeasance, the Issuers shall have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that

	(a) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or

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(b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the holders of the outstanding CCH II Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

	(3) in the case of Covenant Defeasance, the Issuers shall have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding CCH II Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
	(4) no Default or Event of Default under the Indenture shall have occurred and be continuing either:

	(a) on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); or
	(b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;

	(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Issuers or any of their Restricted Subsidiaries is a party or by which the Issuers or any of their Restricted Subsidiaries is bound;
	(6) the Issuers must have delivered to the trustee an opinion of counsel to the effect that after the 91st day, assuming no intervening bankruptcy, that no holder is an insider of either of the Issuers following the deposit and that such deposit would not be deemed by a court of competent jurisdiction a transfer for the benefit of the Issuers in their capacities as such, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;
	(7) the Issuers must deliver to the trustee an officers’ certificate stating that the deposit was not made by the Issuers with the intent of preferring the holders of the CCH II Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and
	(8) the Issuers must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

	(a) have become due and payable or
	(b) will become due and payable on the maturity date within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of the Issuers.

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	(1) reduce the principal amount of CCH II Notes whose holders must consent to an amendment, supplement or waiver;
	(2) reduce the principal of or change the fixed maturity of any CCH II Note or alter the payment provisions with respect to the redemption of the CCH II Notes (other than provisions relating to the covenants described above under the caption “— Repurchase at the option of holders”);
	(3) reduce the rate of or extend the time for payment of interest on any CCH II Note;
	(4) waive a Default or an Event of Default in the payment of principal of or premium, if any, or interest on the CCH II Notes (except a rescission of acceleration of the CCH II Notes by the holders of at least a majority in aggregate principal amount of the CCH II Notes and a waiver of the payment default that resulted from such acceleration);
	(5) make any CCH II Note payable in money other than that stated in the CCH II Notes;
	(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of CCH II Notes to receive payments of principal of, or premium, if any, or interest on the CCH II Notes;
	(7) waive a redemption payment with respect to any CCH II Note (other than a payment required by one of the covenants described above under the caption “— Repurchase at the option of holders”); or
	(8) make any change in the preceding amendment and waiver provisions. Notwithstanding the preceding, without the consent of any holder of CCH II Notes, the Issuers and the trustee may amend or supplement the Indenture or the CCH II Notes:

	(1) to cure any ambiguity, defect or inconsistency;
	(2) to provide for uncertificated CCH II Notes in addition to or in place of certificated CCH II Notes;
	(3) to provide for or confirm the issuance of Additional Notes;
	(4) to provide for the assumption of the Issuers’ obligations to holders of CCH II Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets;
	(5) to make any change that would provide any additional rights or benefits to the holders of CCH II Notes or that does not adversely affect the legal rights under the Indenture of any such holder; or
	(6) to comply with requirements of the Securities and Exchange Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or otherwise as necessary to comply with applicable law.

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	(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and
	(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

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	(a) an Investment by CCH II or any of its Restricted Subsidiaries in any other Person pursuant to which such Person shall become a Restricted Subsidiary of CCH II or any of its Restricted Subsidiaries or shall be merged with or into CCH II or any of its Restricted Subsidiaries, or
	(b) the acquisition by CCH II or any of its Restricted Subsidiaries of the assets of any Person which constitute all or substantially all of the assets of such Person, any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.

	(1) the sale, lease, conveyance or other disposition of any assets or rights, other than sales of inventory in the ordinary course of the Cable Related Business consistent with applicable past practices; provided that the sale, conveyance or other disposition of all or substantially all of the assets of CCH II and its Subsidiaries, taken as a whole, will be governed by the provisions of the Indenture described above under the caption “— Repurchase at the option of holders — Change of control” and/or the provisions described above under the caption “— Certain covenants — Merger, consolidation, or sale of assets” and not by the provisions of the Asset Sale covenant; and
	(2) the issuance of Equity Interests by any Restricted Subsidiary of CCH II or the sale of Equity Interests in any Restricted Subsidiary of CCH II.

	(1) any single transaction or series of related transactions that:

	(a) involves assets having a fair market value of less than $100 million; or
	(b) results in net proceeds to CCH II and its Restricted Subsidiaries of less than $100 million;

	(2) a transfer of assets between or among CCH II and its Restricted Subsidiaries;
	(3) an issuance of Equity Interests by a Restricted Subsidiary of CCH II to CCH II or to another Wholly Owned Restricted Subsidiary of CCH II;
	(4) a Restricted Payment that is permitted by the covenant described above under the caption “— Certain covenants — Restricted payments,” a Restricted Investment that is permitted by the covenant described above under the caption “— Certain covenants — Investments” or a Permitted Investment;
	(5) the incurrence of Liens not prohibited by the Indenture and the disposition of assets related to such Liens by the secured party pursuant to a foreclosure; and
	(6) any disposition of cash or Cash Equivalents.

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	(1) in the case of a corporation, corporate stock;
	(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
	(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and
	(4) any other interest (other than any debt obligation) or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

	(x) as a contribution to the common equity capital or from the issue or sale of Equity Interests (other than Disqualified Stock and other than issuances or sales to a Subsidiary of CCH II) of CCH II after the Issue Date, or
	(y) from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of CCH II that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of CCH II).

	(1) United States dollars;
	(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition;
	(3) certificates of deposit and eurodollar time deposits with maturities of twelve months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having combined capital and surplus in excess of $500 million and a Thompson Bank Watch Rating at the time of acquisition of “B” or better;
	(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

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	(5) commercial paper having a rating at the time of acquisition of at least “P-1” from Moody’s or at least “A-1” from S&P and in each case maturing within twelve months after the date of acquisition;
	(6) corporate debt obligations maturing within twelve months after the date of acquisition thereof, rated at the time of acquisition at least “Aaa” or “P-1” by Moody’s or “AAA” or “A-1” by S&P;
	(7) auction-rate Preferred Stocks of any corporation maturing not later than 45 days after the date of acquisition thereof, rated at the time of acquisition at least “Aaa” by Moody’s or “AAA” by S&P;
	(8) securities issued by any state, commonwealth or territory of the United States, or by any political subdivision or taxing authority thereof, maturing not later than six months after the date of acquisition thereof, rated at the time of acquisition at least “A” by Moody’s or S&P; and
	(9) money market or mutual funds at least 90% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (8) of this definition.

	(1) the sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of CCH II and its Subsidiaries, taken as a whole, or of a Parent and its Subsidiaries, taken as a whole, to any “person” (as such term is used in Section 13(d)(3) of the Exchange Act) other than Paul G. Allen or a Related Party;
	(2) the adoption of a plan relating to the liquidation or dissolution of CCH II or a Parent (except the liquidation of any Parent into any other Parent);
	(3) the consummation of any transaction, including, without limitation, any merger or consolidation, the result of which is that any “person” (as defined above) other than Paul G. Allen and Related Parties becomes the Beneficial Owner, directly or indirectly, of more than 35% of the Voting Stock of CCH II or a Parent, measured by voting power rather than the number of shares, unless Paul G. Allen or a Related Party Beneficially Owns, directly or indirectly, a greater percentage of Voting Stock of CCH II or such Parent, as the case may be, measured by voting power rather than the number of shares, than such person;
	(4) after the Issue Date, the first day on which a majority of the members of the board of directors of CCH II or the board of directors of a Parent are not Continuing Directors;
	(5) CCH II or a Parent consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, CCH II or a Parent, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of CCH II or such Parent is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of CCH II or such Parent outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person immediately after giving effect to such issuance; or

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	(6) (i) Charter Communications Holdings Company, LLC shall cease to own beneficially, directly or indirectly, 100% of the Capital Stock of Charter Holdings or (ii) Charter Holdings shall cease to own beneficially, directly or indirectly, 100% of the Capital Stock of CCH II.

	(1) the principal amount (or accreted value, if applicable) of such Charter Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable) plus accrued interest and premium, if any, on the Indebtedness so extended, refinanced, renewed, replaced, defeased, purchased, acquired or refunded (plus the amount of reasonable fees, commissions and expenses incurred in connection therewith); and
	(2) such Charter Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

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	(1) Consolidated Interest Expense;
	(2) income taxes;
	(3) depreciation expense;
	(4) amortization expense;
	(5) all other non-cash items, extraordinary items, nonrecurring and unusual items and the cumulative effects of changes in accounting principles reducing such net income, less all non-cash items, extraordinary items, nonrecurring and unusual items and cumulative effects of changes in accounting principles increasing such net income, all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in conformity with GAAP;
	(6) amounts actually paid during such period pursuant to a deferred compensation plan; and
	(7) for purposes of Section 4.10 only, Management Fees; provided that Consolidated EBITDA shall not include:

	(x) the net income (or net loss) of any Person that is not a Restricted Subsidiary (“Other Person”), except

	(i) with respect to net income, to the extent of the amount of dividends or other distributions actually paid to such Person or any of its Restricted Subsidiaries by such Other Person during such period; and
	(ii) with respect to net losses, to the extent of the amount of investments made by such Person or any Restricted Subsidiary of such Person in such Other Person during such period;

	(y) solely for the purposes of calculating the amount of Restricted Payments that may be made pursuant to clause (3) of the covenant described under the caption “— Certain covenants — Restricted payments” (and in such case, except to the extent includable pursuant to clause (x) above), the net income (or net loss) of any Other Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with such Person or any Restricted Subsidiaries or all or substantially all of the property and assets of such Other Person are acquired by such Person or any of its Restricted Subsidiaries; and
	(z) the net income of any Restricted Subsidiary of CCH II to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such net income is not at the time permitted by the operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary (other than any agreement or instrument evidencing Indebtedness or Preferred Stock (i) outstanding on the Issue Date or (ii) incurred or issued thereafter in compliance with the covenant described under the caption “— Certain covenants — Incurrence of indebtedness and issuance of preferred stock”; provided that (a) the terms of any such agreement or instrument restricting the declaration and payment of dividends or similar distributions apply only in the event of a default with respect to a financial covenant or a covenant relating to payment, beyond any applicable period of grace, contained in such agreement or instrument, (b) such terms are determined by such Person to be customary in comparable financings and (c) such restrictions are determined by CCH II not to materially

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	affect the Issuers’ ability to make principal or interest payments on the applicable Notes when due).

	(1) the total amount of outstanding Indebtedness of such Person and its Restricted Subsidiaries, plus
	(2) the total amount of Indebtedness of any other Person that has been Guaranteed by the referent Person or one or more of its Restricted Subsidiaries, plus
	(3) the aggregate liquidation value of all Disqualified Stock of such Person and all Preferred Stock of Restricted Subsidiaries of such Person, in each case, determined on a consolidated basis in accordance with GAAP.

	(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization or original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments (if any) pursuant to Hedging Obligations); and
	(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; and
	(3) any interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries (whether or not such Guarantee or Lien is called upon); excluding, however, any amount of such interest of any Restricted Subsidiary of the referent Person if the net income of such Restricted Subsidiary is excluded in the calculation of Consolidated EBITDA pursuant to clause (z) of the definition thereof (but only in the same proportion as the net income of such Restricted Subsidiary is excluded from the calculation of Consolidated EBITDA pursuant to clause (z) of the definition thereof), in each case, on a consolidated basis and in accordance with GAAP.

	(1) was a member of the Board of Directors of Charter on the Issue Date; or
	(2) was nominated for election or elected to the Board of Directors of Charter with the approval of a majority of the Continuing Directors who were members of such Board of Directors of Charter at the time of such nomination or election or whose election or appointment was previously so approved.

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	(1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements;
	(2) interest rate option agreements, foreign currency exchange agreements, foreign currency swap agreements; and
	(3) other agreements or arrangements designed to protect such Person against fluctuations in interest and currency exchange rates.

	(1) in respect of borrowed money;
	(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

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	(3) in respect of banker’s acceptances;
	(4) representing Capital Lease Obligations;
	(5) in respect of the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or
	(6) representing the notional amount of any Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by such Person of any indebtedness of any other Person.

	(1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and
	(2) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

	(1) the Consolidated Indebtedness of CCH II on such date to
	(2) the aggregate amount of Consolidated EBITDA for CCH II for the most recently ended fiscal quarter for which internal financial statements are available multiplied by four (the “Reference Period”).

	(1) the issuance of the CCH II Notes;
	(2) the incurrence of the Indebtedness or the issuance of the Disqualified Stock or Preferred Stock of a Restricted Subsidiary (and the application of the proceeds therefrom) giving rise to the need to make such calculation and any incurrence or issuance (and the application of the proceeds therefrom) or repayment of other Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary, other than the incurrence or repayment of Indebtedness for ordinary working capital purposes, at any time subsequent to the beginning of the Reference Period and on or prior to the date of determination, as if such incurrence (and the application of the proceeds thereof), or the repayment, as the case may be, occurred on the first day of the Reference Period;
	(3) any Dispositions or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any person that becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring, assuming or otherwise becoming liable for or issuing Indebtedness, Disqualified Stock or Preferred Stock) made on or subsequent to the first day of the Reference

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Period and on or prior to the date of determination, as if such Disposition or Asset Acquisition (including the incurrence, assumption or liability for any such Indebtedness, Disqualified Stock or Preferred Stock and also including any Consolidated EBITDA associated with such Asset Acquisition, including any cost savings adjustments in compliance with Regulation S-X promulgated by the Securities and Exchange Commission) had occurred on the first day of the Reference Period.

	(1) as to which neither CCH II nor any of its Restricted Subsidiaries

	(a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness);
	(b) is directly or indirectly liable as a guarantor or otherwise; or
	(c) constitutes the lender;

	(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the CCH II Notes) of CCH II or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and
	(3) as to which the lenders have been notified in writing that they will not have any recourse to the Capital Stock or assets of CCH II or any of its Restricted Subsidiaries.

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	(1) any Investment by CCH II in a Restricted Subsidiary thereof, or any Investment by a Restricted Subsidiary of CCH II in CCH II or in another Restricted Subsidiary of CCH II;
	(2) any Investment in Cash Equivalents;
	(3) any Investment by CCH II or any of its Restricted Subsidiaries in a Person, if as a result of such Investment:

	(a) such Person becomes a Restricted Subsidiary of CCH II; or
	(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, CCH II or a Restricted Subsidiary of CCH II;

	(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “— Repurchase at the option of holders — Asset sales”;
	(5) any Investment made out of the net cash proceeds of the issue and sale from and after the Issue Date (other than to a Subsidiary of CCH II) of Equity Interests (other than Disqualified Stock) of CCH II to the extent that such net cash proceeds have not been applied to make a Restricted Payment or to effect other transactions pursuant to the covenant described under “— Restricted payments”
	(6) other Investments in any Person (other than any Parent) having an aggregate fair market value when taken together with all other Investments in any Person made by CCH II and its Restricted Subsidiaries (without duplication) pursuant to this clause (6) from and after the Issue Date, not to exceed $750 million (initially measured on the date each such Investment was made and without giving effect to subsequent changes in value, but reducing the amount outstanding by the aggregate amount of principal, interest, dividends, distributions, repayments, proceeds or other value otherwise returned or recovered in respect of any such Investment, but not to exceed the initial amount of such Investment) at any one time outstanding; and
	(7) Investments in customers and suppliers in the ordinary course of business which either

	(A) generate accounts receivable, or
	(B) are accepted in settlement of bona fide disputes; and

	(8) Investments resulting from the Private Exchanges.

	(1) Liens on the assets of CCH II and its Restricted Subsidiaries securing Indebtedness and other obligations under any of the Credit Facilities;
	(2) Liens in favor of CCH II;
	(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with CCH II or a Restricted Subsidiary thereof; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with CCH II or a Restricted Subsidiary thereof;

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	(4) Liens on property existing at the time of acquisition thereof by CCH II or its Restricted Subsidiaries; provided that such Liens were in existence prior to the contemplation of such acquisition;
	(5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;
	(6) purchase money mortgages or other purchase money Liens (including, without limitation, any Capitalized Lease Obligations) incurred by CCH II or its Restricted Subsidiaries upon any fixed or capital assets acquired after the Issue Date or purchase money mortgages (including, without limitation, Capital Lease Obligations) on any such assets, whether or not assumed, existing at the time of acquisition of such assets, whether or not assumed, so long as

	(a) such mortgage or lien does not extend to or cover any of the assets of CCH II or any of its Restricted Subsidiaries, except the asset so developed, constructed, or acquired, and directly related assets such as enhancements and modifications thereto, substitutions, replacements, proceeds (including insurance proceeds), products, rents and profits thereof, and
	(b) such mortgage or lien secures the obligation to pay all or a portion of the purchase price of such asset, interest thereon and other charges, costs and expenses (including, without limitation, the cost of design, development, construction, acquisition, transportation, installation, improvement, and migration) and is incurred in connection therewith (or the obligation under such Capitalized Lease Obligation) only;

	(7) Liens existing on the Issue Date (other than in connection with the Credit Facilities) and replacement Liens therefor that do not encumber additional property;
	(8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;
	(9) statutory and common law Liens of landlords and carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other similar Liens arising in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made;
	(10) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security;
	(11) Liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligation, bankers’ acceptance, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a similar nature incurred in the ordinary course of business (exclusive of obligations for the payment of borrowed money);
	(12) easements, rights-of-way, municipal and zoning ordinances and similar charges, encumbrances, title defects or other irregularities that do not materially interfere with the ordinary course of business of CCO Holdings or any of its Restricted Subsidiaries;
	(13) Liens of franchisors or other regulatory bodies arising in the ordinary course of business;
	(14) Liens arising from filing Uniform Commercial Code financing statements regarding leases or other Uniform Commercial Code financing statements for precautionary purposes relating to arrangements not constituting Indebtedness;
	(15) Liens arising from the rendering of a final judgment or order against CCH II or any of its Restricted Subsidiaries that does not give rise to an Event of Default;

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	(16) Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the products and proceeds thereof;
	(17) Liens encumbering customary initial deposits and margin deposits, and other Liens that are within the general parameters customary in the industry and incurred in the ordinary course of business, in each case, securing Indebtedness under Hedging Obligations and forward contracts, options, future contracts, future options or similar agreements or arrangements designed solely to protect CCH II or any of its Restricted Subsidiaries from fluctuations in interest rates, currencies or the price of commodities;
	(18) Liens consisting of any interest or title of licensor in the property subject to a license;
	(19) Liens on the Capital Stock of Unrestricted Subsidiaries;
	(20) Liens arising from sales or other transfers of accounts receivable which are past due or otherwise doubtful of collection in the ordinary course of business;
	(21) Liens incurred in the ordinary course of business of CCH II and its Restricted Subsidiaries with respect to obligations which in the aggregate do not exceed $50 million at any one time outstanding;
	(22) Liens in favor of the trustee arising under the Indenture and similar provisions in favor of trustees or other agents or representatives under indentures or other agreements governing debt instruments entered into after the date hereof;
	(23) Liens in favor of the trustee for its benefit and the benefit of holders of the CCH II Notes, as their respective interests appear; and
	(24) Liens securing Permitted Refinancing Indebtedness, to the extent that the Indebtedness being refinanced was secured or was permitted to be secured by such Liens.

	(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable) plus accrued interest and premium, if any, on the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith), except to the extent that any such excess principal amount would be then permitted to be incurred by other provisions of the covenant described above under the caption “— Certain covenants — Incurrence of indebtedness and issuance of preferred stock.”
	(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and
	(3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the CCH II Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the CCH II Notes on terms at least as favorable to the holders of CCH II Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

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	(1) the acquisition by CCH II of certain senior notes and senior discount notes outstanding under the Charter Holdings Indentures, in exchange for notes, pursuant to one or more Exchange Agreements dated on or after September 18, 2003, as such agreements may be supplemented, modified, extended or amended from time to time;
	(2) the acquisition by CCH II of certain convertible senior notes outstanding under the Charter Indentures in exchange for notes, pursuant to one or more Exchange Agreements dated on or after September 18, 2003, as such agreements may be supplemented, modified, extended or amended from time to time; and
	(3) the distribution, loan or investment of (a) senior notes and senior discount notes accepted in exchange for notes as contemplated by clause (1) of this definition, (B) convertible notes accepted in exchange for notes as contemplated by clause (2) of this definition and (c) amounts sufficient to satisfy the expenses incurred by any Parent in connection therewith (including any required payment of accrued interest thereon), in each case, directly or indirectly to or in any Parent.

	(1) any corporation, association or other business entity of which at least 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to

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	vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof) and, in the case of any such entity of which 50% of the total voting power of shares of Capital Stock is so owned or controlled by such Person or one or more of the other Subsidiaries of such Person, such Person and its Subsidiaries also have the right to control the management of such entity pursuant to contract or otherwise; and
	(2) any partnership

	(a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person, or
	(b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

	(1) has no Indebtedness other than Non-Recourse Debt;
	(2) is not party to any agreement, contract, arrangement or understanding with CCH II or any Restricted Subsidiary of CCH II unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to CCH II or such Restricted Subsidiary of CCH II than those that might be obtained at the time from Persons who are not Affiliates of CCH II unless such terms constitute Investments permitted by the covenant described above under the caption “— Certain covenants — Investments,” Permitted Investments, Asset Sales permitted under the covenant described above under the caption “— Repurchase at the option of the holders — Asset sales” or sale-leaseback transactions permitted by the covenant described above under the caption “Certain covenants — Sale and leaseback transactions”;
	(3) is a Person with respect to which neither CCH II nor any of its Restricted Subsidiaries has any direct or indirect obligation

	(a) to subscribe for additional Equity Interests or
	(b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

	(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of CCH II or any of its Restricted Subsidiaries;
	(5) has at least one director on its board of directors that is not a director or executive officer of CCH II or any of its Restricted Subsidiaries or has at least one executive officer that is not a director or executive officer of CCH II or any of its Restricted Subsidiaries; and
	(6) does not own any Capital Stock of any Restricted Subsidiary of CCH II.

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	(1) such Indebtedness is permitted under the covenant described under the caption “— Certain covenants — Incurrence of indebtedness and issuance of preferred stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and
	(2) no Default or Event of Default would be in existence immediately following such designation.

	(1) the sum of the products obtained by multiplying

	(a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by
	(b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

	(2) the then outstanding principal amount of such Indebtedness.

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

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

	•	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 Convertible Notes.

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	General

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	Cash Settlement Option

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	Limitation on Beneficial Ownership

	Interest Make Whole Upon Conversion

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		Stock Price
Effective Date		$2.16				$2.25				$2.50				$3.00				$3.50				$4.00				$4.50				$5.00
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 Convertible Notes were priced) (subject to adjustment), no additional shares will be issued upon conversion.

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	•	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, 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

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

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OS 1		=		the number of shares of our Class A Common Stock outstanding 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 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

CR1 = CR0		×		FMV 0 + MP 0
				MP 0

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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 Global 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 Global 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 = CR 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 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

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	(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 = CR 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 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.

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	•	the original principal amount of the withdrawn Convertible Notes;
	•	if certificated Convertible Notes have been issued, the certificate number of the withdrawn Convertible Notes (or, if your Convertible 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 Convertible 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 Convertible Note.

(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

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	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;
	(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 Convertible 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.

	(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).

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	•	the surviving entity assumes all our obligations under the indenture and the Convertible Notes;
	•	if as a result of such transaction the Convertible Notes become convertible into common stock or other securities issued by a third party that is not the successor under the Convertible Notes and the indenture, such third party fully and unconditionally guarantees all obligations of Charter Communications, Inc. or such successor under the Convertible 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 Convertible 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 Convertible 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 Convertible 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 Convertible Notes, together with cash in respect of any fractional shares and any Early Conversion Make Whole Amount and any Redemption Make Whole Amount, upon conversion of a Convertible 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 Convertible 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

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		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 Convertible Notes;
	•	in respect of the failure to convert the Convertible 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 Convertible Note affected as described in “— Modification, Waiver and Meetings” below.

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	•	adding to our covenants for the benefit of the Holders of Convertible Notes;
	•	adding additional dates on which Holders may require us to repurchase their Convertible Notes;
	•	surrendering any right or power conferred upon us;
	•	providing for conversion rights of Holders of Convertible 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 Convertible 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 Convertible 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 Convertible 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 Convertible Notes in any material respect; provided further that any amendment made solely to conform the provisions of the indenture to the description of the Convertible Notes in this prospectus will not be deemed to adversely affect the interests of the Holders of the Convertible 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 Convertible Notes.

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	•	with the written consent of the Holders of at least a majority in aggregate original principal amount of the Convertible 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 Convertible Notes represented at such meeting.

	•	change the maturity of the principal of or any installment of interest on any Convertible Note (including any payment of liquidated damages);
	•	reduce the principal amount of, or any premium, if any, on any Convertible Note;
	•	reduce the interest rate or amount of interest (including any liquidated damages) on any Convertible 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 Convertible 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 Convertible 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 Convertible Note;
	•	impair the right to institute suit for the enforcement of any payment on or with respect to, or the conversion of, any Convertible 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 Convertible Notes;
	•	adversely affect any repurchase option of holders;
	•	modify the redemption provisions of the indenture in a manner adverse to the holders of Convertible Notes;
	•	reduce the percentage in aggregate original principal amount of Convertible 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 Convertible Notes outstanding required for any other waiver under the indenture.

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302

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303

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304

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	The Exchange of Convertible Notes for Exchange Consideration

305

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	Cash Payments of Accrued and Unpaid Interest

	Ownership of the CCH II Notes

306

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307

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	Ownership of the Class A Common Stock

	Backup Withholding and Information Reporting.

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	Ownership of the CCH II Notes

	•	such interest is not effectively connected with such non-U.S. Holder’s conduct of a trade or business in the United States;
	•	the non-U.S. Holder does not actually or constructively own 10% or more of our capital or profits interests;
	•	the non-U.S. Holder is not a “controlled foreign corporation” that is, directly or indirectly, related to us through stock ownership;
	•	the non-U.S. Holder is not a bank whose receipt of interest on the new notes is described in Section 881(c)(3)(A) of the Code; and
	•	the non-U.S. Holder and/or each securities clearing organization, bank, or other financial institution that holds the new notes on behalf of such non-U.S. Holder in the ordinary course of its trade or business, in the chain between the non-U.S. Holder and the paying agent, complies with applicable identification requirements (generally by providing an IRS Form W-8) to establish that the holder is a non-U.S. Holder.

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	•	it is effectively connected with the non-U.S. Holder’s conduct of a trade or business in the United States (and, if a treaty applies, is attributable to the non-U.S. Holder’s permanent establishment or, in the case of an individual, a fixed base, in the United States) or
	•	in the case of a non-U.S. Holder that is an individual, such non-U.S. Holder is present in the United States for 183 days or more during the taxable year in which such sale, exchange, or other disposition occurs and certain other conditions are met.

	Ownership of the Class A Common Stock

310

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	Backup Withholding and Information Reporting

311

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312

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313

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Index to the Consolidated Financial Statements of Charter Communications, Inc. as of December 31, 2005 and 2004 and for Each of The Years in the Three-Year Period Ended December 31, 2005			F-2
Index to the Condensed Consolidated Financial Statements of Charter Communications, Inc. as of June 30, 2006, and for the Three-Month and Six-Month Periods Ended June 30, 2006 and 2005			F-62
Index to the Consolidated Financial Statements of CCH II, LLC as of December 31, 2005 and 2004 and for Each of the Years in the Three-Year Period Ended December 31, 2005			F-84
Index to the Condensed Consolidated Financial Statements of CCH II, LLC as of June 30, 2006, and for the Three-Month and Six-Month Periods Ended June 30, 2006 and 2005			F-129

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		Page
Audited Financial Statements
Report of Independent Registered Public Accounting Firm — Consolidated Financial Statements			F-3
Consolidated Balance Sheets as of December 31, 2005 and 2004			F-4
Consolidated Statements of Operations for the Years Ended December 31, 2005, 2004 and 2003			F-5
Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Years Ended December 31, 2005, 2004 and 2003			F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2005, 2004 and 2003			F-7
Notes to Consolidated Financial Statements			F-8

F-2

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	/s/ KPMG LLP

F-3

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				December 31,
				2005				2004
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	21			$	650
	Accounts receivable, less allowance for doubtful accounts of $17 and $15, respectively				214				190
	Prepaid expenses and other current assets				92				82
		Total current assets			327				922
INVESTMENT IN CABLE PROPERTIES:
	Property, plant and equipment, net of accumulated depreciation of $6,749 and $5,311, respectively				5,840				6,289
	Franchises, net				9,826				9,878
		Total investment in cable properties, net			15,666				16,167
OTHER NONCURRENT ASSETS					438				584
		Total assets		$	16,431			$	17,673
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES:
	Accounts payable and accrued expenses			$	1,191			$	1,217
		Total current liabilities			1,191				1,217
LONG-TERM DEBT					19,388				19,464
NOTE PAYABLE — RELATED PARTY					49				—
DEFERRED MANAGEMENT FEES — RELATED PARTY					14				14
OTHER LONG-TERM LIABILITIES					517				681
MINORITY INTEREST					188				648
PREFERRED STOCK — REDEEMABLE; $.001 par value; 1 million shares authorized; 36,713 and 545,259 shares issued and outstanding, respectively					4				55
SHAREHOLDERS’ DEFICIT:
	Class A Common stock; $.001 par value; 1.75 billion shares authorized; 416,204,671 and 305,203,770 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					5,241				4,794
Accumulated deficit					(10,166	)			(9,196	)
Accumulated other comprehensive loss					5				(4	)
		Total shareholders’ deficit			(4,920	)			(4,406	)
		Total liabilities and shareholders’ deficit		$	16,431			$	17,673

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				Year Ended December 31,
				2005				2004				2003
REVENUES				$	5,033			$	4,760			$	4,616
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				2,203				1,994				1,873
	Selling, general and administrative				998				934				905
	Depreciation and amortization				1,443				1,433				1,396
	Impairment of franchises				—				2,297				—
	Asset impairment charges				39				—				—
	(Gain) loss on sale of assets, net				6				(86	)			5
	Option compensation expense, net				14				31				4
	Hurricane asset retirement loss				19				—				—
	Special charges, net				7				104				21
	Unfavorable contracts and other settlements				—				(5	)			(72	)
					4,729				6,702				4,132
		Operating income (loss) from continuing operations			304				(1,942	)			484
OTHER INCOME AND EXPENSES:
	Interest expense, net				(1,789	)			(1,670	)			(1,557	)
	Gain on derivative instruments and hedging activities, net				50				69				65
	Loss on debt to equity conversions				—				(23	)			—
	Gain (loss) on extinguishment of debt and preferred stock				521				(31	)			267
	Other, net				22				3				(16	)
					(1,196	)			(1,652	)			(1,241	)
		Loss from continuing operations before minority interest, income taxes and cumulative effect of accounting change			(892	)			(3,594	)			(757	)
MINORITY INTEREST					1				19				394
		Loss from continuing operations before income taxes and cumulative effect of accounting change			(891	)			(3,575	)			(363	)
INCOME TAX BENEFIT (EXPENSE)					(112	)			134				122
		Loss from continuing operations before cumulative effect of accounting change			(1,003	)			(3,441	)			(241	)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX					—				(765	)			—
		Loss from continuing operations			(1,003	)			(4,206	)			(241	)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX					36				(135	)			3
		Net loss			(967	)			(4,341	)			(238	)
		Dividends on preferred stock — redeemable			(3	)			(4	)			(4	)
		Net loss applicable to common stock		$	(970	)		$	(4,345	)		$	(242	)
LOSS PER COMMON SHARE, BASIC AND DILUTED:
		Loss from continuing operations		$	(3.24	)		$	(11.47	)		$	(0.83	)
		Net loss		$	(3.13	)		$	(14.47	)		$	(0.82	)
Weighted average common shares outstanding, basic and diluted					310,159,047				300,291,877				294,597,519

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																				Accumulated
																				Other				Total
				Class A				Class B				Additional								Comprehensive				Shareholders’
				Common				Common				Paid-In				Accumulated				Income				Equity
				Stock				Stock				Capital				Deficit				(Loss)				(Deficit)
BALANCE, December 31, 2002
	Changes in fair value of interest			$	—			$	—			$	4,697			$	(4,609	)		$	(47	)		$	41
		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	)
	Changes in fair value of interest rate agreements				—				—				—				—				20				20
	Option compensation expense, net				—				—				27				—				—				27
	Issuance of common stock in exchange for convertible notes				—				—				67				—				—				67
	Dividends on preferred stock — redeemable				—				—				—				(4	)			—				(4	)
	Net loss				—				—				—				(4,341	)			—				(4,341	)
BALANCE, December 31, 2004					—				—				4,794				(9,196	)			(4	)			(4,406	)
	Changes in fair value of interest rate agreements and other				—				—				—				—				9				9
	Option compensation expense, net				—				—				14				—				—				14
	Issuance of shares in Securities Class Action settlement				—				—				15				—				—				15
	CC VIII settlement — exchange of interests				—				—				418				—				—				418
	Dividends on preferred stock — redeemable				—				—				—				(3	)			—				(3	)
	Net loss				—				—				—				(967	)			—				(967	)
BALANCE, December 31, 2005				$	—			$	—			$	5,241			$	(10,166	)		$	5			$	(4,920	)

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					Year Ended December 31,
					2005				2004				2003
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$	(967	)		$	(4,341	)		$	(238	)
	Adjustments to reconcile net loss to net cash flows from operating activities:
		Minority interest				(1	)			(19	)			(377	)
		Depreciation and amortization				1,499				1,495				1,453
		Impairment of franchises				—				2,433				—
		Asset impairment charges				39				—				—
		(Gain) loss on sale of assets, net				6				(86	)			5
		Option compensation expense, net				14				27				4
		Hurricane asset retirement loss				19				—				—
		Special charges, net				—				85				—
		Unfavorable contracts and other settlements				—				(5	)			(72	)
		Noncash interest expense				254				324				414
		Gain on derivative instruments and hedging activities, net				(50	)			(69	)			(65	)
		Loss on debt to equity conversions				—				23				—
		(Gain) loss on extinguishment of debt and preferred stock				(527	)			20				(267	)
		Other, net				(22	)			(3	)			3
		Deferred income taxes				109				(109	)			(110	)
		Cumulative effect of accounting change, net of tax				—				765				—
	Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
		Accounts receivable				(29	)			(7	)			70
		Prepaid expenses and other assets				97				(2	)			5
		Accounts payable, accrued expenses and other				(181	)			(59	)			(69	)
		Receivables from and payables to related party, including deferred management fees				—				—				9
			Net cash flows from operating activities			260				472				765
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property, plant and equipment					(1,088	)			(924	)			(854	)
	Change in accrued expenses related to capital expenditures					8				(43	)			(33	)
	Proceeds from sale of assets					44				744				91
	Purchases of investments					(3	)			(17	)			(11	)
	Proceeds from investments					17				—				—
	Other, net					(3	)			(3	)			(10	)
			Net cash flows from investing activities			(1,025	)			(243	)			(817	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Borrowings of long-term debt					1,207				3,148				738
	Repayments of long-term debt					(1,239	)			(5,448	)			(1,368	)
	Proceeds from issuance of debt					294				2,882				529
	Payments for debt issuance costs					(70	)			(145	)			(41	)
	Redemption of preferred stock					(56	)			—				—
	Purchase of pledge securities					—				(143	)			—
			Net cash flows from financing activities			136				294				(142	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						(629	)			523				(194	)
CASH AND CASH EQUIVALENTS, beginning of period						650				127				321
CASH AND CASH EQUIVALENTS, end of period					$	21			$	650			$	127
CASH PAID FOR INTEREST					$	1,526			$	1,302			$	1,111
NONCASH TRANSACTIONS:
	Issuance of debt by CCH I Holdings, LLC				$	2,423			$	—			$	—
	Issuance of debt by CCH I, LLC					3,686				—				—
	Issuance of debt by Charter Communications Operating, LLC					333				—				—
	Retirement of Charter Communications Holdings, LLC debt					(7,000	)			—				1,257
	Issuance of shares in Securities Class Action Settlement					15				—				—
	CC VIII Settlement — exchange of interests					418				—				—
	Debt exchanged for Charter Class A common stock					—				30				—
	Issuance of debt by CCH II, LLC					—				—				1,572
	Retirement of Charter Communications, Inc. debt					—				—				609
	Issuances of preferred stock — redeemable, as payment for acquisitions					—				—				4
	Issuance of equity as partial payments for acquisitions					—				—				2

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1.	Organization and Basis of Presentation

2.	Liquidity and Capital Resources

F-8

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	Recent Financing Transactions

	Debt Covenants

F-9

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	Specific Limitations

F-10

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3.	Summary of Significant Accounting Policies

	Cash Equivalents

	Property, Plant and Equipment

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, fixtures and equipment		5 years

	Asset Retirement Obligations

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	Franchises

	Other Noncurrent Assets

		Carrying								Gain (loss) For the
		Value at								Years Ended
		December 31,								December 31,
		2005				2004				2005				2004				2003
Equity investments, under the cost method		$	61			$	39			$	—			$	(3	)		$	(2	)
Equity investments, under the equity method			13				25				22				7				(1	)
		$	74			$	64			$	22			$	4			$	(3	)

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	Valuation of Property, Plant and Equipment

	Derivative Financial Instruments

F-13

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	Revenue Recognition

	Programming Costs

	Advertising Costs

	Stock-Based Compensation

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			Year Ended December 31,
			2005				2004				2003
Net loss applicable to common stock			$	(970	)		$	(4,345	)		$	(242	)
Add back stock-based compensation expense related to stock options included in reported net loss (net of minority interest)				14				31				2
Less employee stock-based compensation expense determined under fair value based method for all employee stock option awards (net of minority interest)				(14	)			(33	)			(14	)
Effects of unvested options in stock option exchange (see Note 21)				—				48				—
	Pro forma		$	(970	)		$	(4,299	)		$	(254	)
Loss per common shares, basic and diluted:
	As reported		$	(3.13	)		$	(14.47	)		$	(0.82	)
	Pro forma		$	(3.13	)		$	(14.32	)		$	(0.86	)

	Unfavorable Contracts and Other Settlements

	Income Taxes

F-15

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	Minority Interest

	Loss per Common Share

	Segments

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4.	Sale of Assets

		Year Ended December 31,
		2005				2004				2003
Revenues		$	221			$	217			$	203
Income (loss) before minority interest, income taxes and cumulative effect of accounting change		$	39			$	(104	)		$	32
Minority interest		$	—			$	—			$	(17	)
Income tax benefit (expense)		$	(3	)		$	(31	)		$	(12	)
Net income (loss)		$	36			$	(135	)		$	3
Earnings (loss) per common share, basic and diluted		$	0.12			$	(0.45	)		$	0.01

5.	Allowance for Doubtful Accounts

		Year Ended December 31,
		2005				2004				2003
Balance, beginning of year		$	15			$	17			$	19
Charged to expense			76				92				79
Uncollected balances written off, net of recoveries			(74	)			(94	)			(81	)
Balance, end of year		$	17			$	15			$	17

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6.	Property, Plant and Equipment

		2005				2004
Cable distribution systems		$	7,035			$	6,596
Customer equipment and installations			3,934				3,500
Vehicles and equipment			473				433
Buildings and leasehold improvements			584				578
Furniture, fixtures and equipment			563				493
			12,589				11,600
Less: accumulated depreciation			(6,749	)			(5,311	)
		$	5,840			$	6,289

7.	Franchises and Goodwill

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			December 31,
			2005												2004
			Gross								Net				Gross								Net
			Carrying				Accumulated				Carrying				Carrying				Accumulated				Carrying
			Amount				Amortization				Amount				Amount				Amortization				Amount
Indefinite-lived intangible assets:
	Franchises with indefinite lives		$	9,806			$	—			$	9,806			$	9,845			$	—			$	9,845
	Goodwill			52				—				52				52				—				52
			$	9,858			$	—			$	9,858			$	9,897			$	—			$	9,897
Finite-lived intangible assets:
	Franchises with finite lives		$	27			$	7			$	20			$	37			$	4			$	33

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8.	Accounts Payable and Accrued Expenses

			2005				2004
Accounts payable — trade			$	114			$	148
Accrued capital expenditures				73				65
Accrued expenses:
	Interest			333				324
	Programming costs			272				278
	Franchise related fees			67				67
	Compensation			90				66
	Other			242				269
			$	1,191			$	1,217

9.	Long-Term Debt

			2005								2004
			Principal				Accreted				Principal				Accreted
			Amount				Value				Amount				Value
Long-Term Debt
Charter Communications, Inc.:
	4.750% convertible senior notes due 2006		$	20			$	20			$	156			$	156
	5.875% convertible senior notes due 2009			863				843				863				834
Charter Holdings:
	8.250% senior notes due 2007			105				105				451				451
	8.625% senior notes due 2009			292				292				1,244				1,243
	9.920% senior discount notes due 2011			198				198				1,108				1,108
	10.000% senior notes due 2009			154				154				640				640
	10.250% senior notes due 2010			49				49				318				318
	11.750% senior discount notes due 2010			43				43				450				448
	10.750% senior notes due 2009			131				131				874				874
	11.125% senior notes due 2011			217				217				500				500
	13.500% senior discount notes due 2011			94				94				675				589
	9.625% senior notes due 2009			107				107				640				638
	10.000% senior notes due 2011			137				136				710				708
	11.750% senior discount notes due 2011			125				120				939				803
	12.125% senior discount notes due 2012			113				100				330				259

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			2005								2004
			Principal				Accreted				Principal				Accreted
			Amount				Value				Amount				Value
CIH:
	11.125% senior notes due 2014			151				151				—				—
	9.920% senior discount notes due 2014			471				471				—				—
	10.000% senior notes due 2014			299				299				—				—
	11.750% senior discount notes due 2014			815				781				—				—
	13.500% senior discount notes due 2014			581				578				—				—
	12.125% senior discount notes due 2015			217				192				—				—
CCH I:
	11.000% senior notes due 2015			3,525				3,683				—				—
CCH II:
	10.250% senior notes due 2010			1,601				1,601				1,601				1,601
CCO Holdings:
	83/4% senior notes due 2013			800				794				500				500
	Senior floating notes due 2010			550				550				550				550
Charter Operating:
	8% senior second-lien notes due 2012			1,100				1,100				1,100				1,100
	83/8% senior second-lien notes due 2014			733				733				400				400
Renaissance Media Group LLC:
	10.000% senior discount notes due 2008			114				115				114				116
CC V Holdings, LLC:
	11.875% senior discount notes due 2008			—				—				113				113
Credit Facilities
Charter Operating				5,731				5,731				5,515				5,515
			$	19,336			$	19,388			$	19,791			$	19,464

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	Gain on Extinguishment of Debt

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Start Date

Semi-Annual

For Interest

Interest Payment

Payment on

Maturity

Dates

Discount Notes

Date

11.125% senior notes due 2014

1/15 & 7/15

1/15/14

9.920% senior discount notes due 2014

4/1 & 10/1

4/1/14

10.000% senior notes due 2014

5/15 & 11/15

5/15/14

11.750% senior discount notes due 2014

5/15 & 11/15

11/15/06

5/15/14

13.500% senior discount notes due 2014

1/15 & 7/15

7/15/06

1/15/14

12.125% senior discount notes due 2015

1/15 & 7/15

7/15/07

1/15/15

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	CCO Holdings Notes.

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	•	a senior obligation of such guarantor;
	•	structurally senior to the outstanding CCO Holdings notes (except in the case of CCO Holdings’ note guarantee, which is structurally pari passu with such senior notes), the outstanding CCH II notes, the outstanding CCH I notes, the outstanding CIH notes, the outstanding Charter Holdings notes and the outstanding Charter convertible senior notes (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.

	•	incur additional debt;
	•	pay dividends on equity or repurchase equity;

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	•	make investments;
	•	sell all or substantially all of their assets or merge with or into other companies;
	•	sell assets;
	•	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;
	•	engage in certain transactions with affiliates; and
	•	grant liens.

	Charter Operating Credit Facilities

	•	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

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

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	Charter Operating Credit Facilities — Restrictive Covenants

	•	the failure to make payments when due or within the applicable grace period,
	•	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,
	•	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,
	•	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,
	•	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,

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	•	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,
	•	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
	•	Charter Operating ceasing to be a wholly-owned direct subsidiary of CCO Holdings, except in certain very limited circumstances.

	CCO Holdings Bridge Loan

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Year		Amount
2006		$	50
2007			385
2008			744
2009			2,326
2010			3,455
Thereafter			12,376
		$	19,336

10.	Note Payable — Related Party

	CCHC, LLC Note

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11.	Minority Interest and Equity Interest of Charter Holdco

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			Minority
			Interest
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
	Minority interest in loss of a subsidiary			(19	)
	Minority interest in cumulative effect of accounting change			(19	)
	Reclass of Helicon, LLC interest			(25	)
	Changes in fair value of interest rate agreements			22
Balance, December 31, 2004				648
	Minority interest in loss of subsidiary			(1	)
	CC VIII settlement — exchange of interests			(467	)
	Changes in fair value of interest rate agreements and other			8
Balance, December 31, 2005			$	188

12.	Preferred Stock — Redeemable

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13.	Common Stock

14.	Share Lending Agreement

15.	Comprehensive Loss

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16.	Accounting for Derivative Instruments and Hedging Activities

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17.	Fair Value of Financial Instruments

			2005								2004
			Carrying				Fair				Carrying				Fair
			Value				Value				Value				Value
Debt
	Charter convertible notes		$	863			$	647			$	990			$	1,127
	Charter Holdings debt			1,746				1,145				8,579				7,669
	CIH debt			2,472				1,469				—				—
	CCH I debt			3,683				2,959				—				—
	CCH II debt			1,601				1,592				1,601				1,698
	CCO Holdings debt			1,344				1,299				1,050				1,064
	Charter Operating debt			1,833				1,820				1,500				1,563
	Credit facilities			5,731				5,719				5,515				5,502
	Other			115				114				229				236
Interest Rate Agreements
	Assets (Liabilities)
	Swaps			(4	)			(4	)			(69	)			(69	)
	Collars			—				—				(1	)			(1	)

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18.	Revenues

		Year Ended December 31,
		2005				2004				2003
Video		$	3,248			$	3,217			$	3,306
High-speed Internet			875				712				535
Telephone			36				18				14
Advertising sales			284				279				254
Commercial			266				227				196
Other			324				307				311
		$	5,033			$	4,760			$	4,616

19.	Operating Expenses

		Year Ended December 31,
		2005				2004				2003
Programming		$	1,359			$	1,264			$	1,195
Service			748				638				595
Advertising sales			96				92				83
		$	2,203			$	1,994			$	1,873

20.	Selling, General and Administrative Expenses

		Year Ended December 31,
		2005				2004				2003
General and administrative		$	856			$	815			$	802
Marketing			142				119				103
		$	998			$	934			$	905

21.	Stock Compensation Plans

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		2005								2004								2003
						Weighted								Weighted								Weighted
						Average								Average								Average
						Exercise								Exercise								Exercise
		Shares				Price				Shares				Price				Shares				Price
Options outstanding, beginning of period			24,835			$	6.57				47,882			$	12.48				53,632			$	14.22
Granted			10,810				1.36				9,405				4.88				7,983				3.53
Exercised			(17	)			1.11				(839	)			2.02				(165	)			3.96
Cancelled			(6,501	)			7.40				(31,613	)			15.16				(13,568	)			14.10
Options outstanding, end of period			29,127			$	4.47				24,835			$	6.57				47,882			$	12.48
Weighted average remaining contractual life			8 years								8 years								8 years
Options exercisable, end of period			9,999			$	7.80				7,731			$	10.77				22,861			$	16.36
Weighted average fair value of options granted		$	0.65							$	3.71							$	2.71

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		Options Outstanding												Options Exercisable
						Weighted-												Weighted-
						Average				Weighted-								Average				Weighted-
						Remaining				Average								Remaining				Average
		Number				Contractual				Exercise				Number				Contractual				Exercise
Range of Exercise Prices		Outstanding				Life				Price				Exercisable				Life				Price
		(In thousands)												(In thousands)
$ 1.11 — $ 1.60			12,565				9 years			$	1.39				1,297				9 years			$	1.49
$ 2.85 — $ 4.56			5,906				7 years				3.40				3,028				7 years				3.33
$ 5.06 — $ 5.17			6,970				8 years				5.15				2,187				8 years				5.13
$ 9.13 — $13.68			1,712				6 years				10.96				1,513				6 years				11.10
$13.96 — $23.09			1,974				4 years				19.24				1,974				4 years				19.24

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22.	Hurricane Asset Retirement Loss

23.	Special Charges

															Total
			Severance/												Special
			Leases				Litigation				Other				Charge
	Balance at December 31, 2002		$	31
Special Charges				26			$	—			$	(5	)		$	21
Payments				(43	)
	Balance at December 31, 2003			14
Special Charges				12			$	92			$	—			$	104
Payments				(20	)
	Balance at December 31, 2004			6
Special Charges				6			$	1			$	—			$	7
Payments				(8	)
	Balance at December 31, 2005		$	4

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24.	Income Taxes

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			December 31,
			2005				2004				2003
Current expense:
	Federal income taxes		$	(2	)		$	(2	)		$	(1	)
	State income taxes			(4	)			(4	)			(1	)
Current income tax expense				(6	)			(6	)			(2	)
Deferred benefit (expense):
	Federal income taxes			(95	)			175				98
	State income taxes			(14	)			25				14
Deferred income tax benefit (expense)				(109	)			200				112
Total income benefit (expense)			$	(115	)		$	194			$	110

		December 31,
		2005				2004				2003
Statutory federal income taxes		$	298			$	1,288			$	122
State income taxes, net of federal benefit			43				184				17
Valuation allowance provided			(456	)			(1,278	)			(29	)
			(115	)			194				110
Less: cumulative effect of accounting change			—				(91	)			—
Income tax benefit (expense)		$	(115	)		$	103			$	110

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			December 31,
			2005				2004
Deferred tax assets:
	Net operating loss carryforward		$	4,169			$	3,833
	Other			6				8
Total gross deferred tax assets				4,175				3,841
Less: valuation allowance				(3,656	)			(3,451	)
Net deferred tax assets			$	519			$	390
Deferred tax liabilities:
	Investment in Charter Holdco		$	(597	)		$	(365	)
	Indirect Corporate Subsidiaries:
	Property, plant & equipment			(41	)			(40	)
	Franchises			(206	)			(201	)
Gross deferred tax liabilities				(844	)			(606	)
Net deferred tax liabilities			$	(325	)		$	(216	)

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25.	Related Party Transactions

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26.	Commitments and Contingencies

	Commitments

			Total				2006				2007				2008				2009				2010				Thereafter
Contractual Obligations
Operating and Capital Lease Obligations(1)			$	94			$	20			$	15			$	12			$	10			$	13			$	24
Programming Minimum Commitments(2)				1,253				342				372				306				233				—				—
Other(3)				301				146				49				21				21				21				43
	Total		$	1,648			$	508			$	436			$	339			$	264			$	34			$	67

(1)	The Company leases certain facilities and equipment under noncancelable operating leases. Leases and rental costs charged to expense for the years ended December 31, 2005, 2004 and 2003, were $22 million, $22 million and $29 million, respectively.
(2)	The Company pays programming fees under multi-year contracts ranging from three to ten 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 $1.4 billion, $1.3 billion and $1.2 billion for the years ended December 31, 2005, 2004 and 2003, 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, 2005, 2004 and 2003, was $44 million, $42 million and $38 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 $165 million, $159 million and $157 million for the years ended December 31, 2005, 2004 and 2003, respectively.
	•	The Company also has $165 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

	Securities Class Actions and Derivative Suits

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	Regulation in the Cable Industry

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27.	Employee Benefit Plan

28.	Recently Issued Accounting Standards

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29.	Parent Company Only Financial Statements

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		December 31,
		2005				2004
ASSETS
Cash and cash equivalents		$	—			$	—
Receivable from related party			9				20
Notes receivable from Charter Holdco			886				1,073
Total assets		$	895			$	1,093
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities		$	20			$	20
Convertible notes			863				990
Deferred income taxes			113				6
Losses in excess of investment			4,814				4,406
Other long term liabilities			1				22
Preferred stock — redeemable			4				55
Shareholders’ deficit			(4,920	)			(4,406	)
Total liabilities and shareholders’ deficit		$	895			$	1,093

			Year Ended December 31,
			2005				2004				2003
REVENUES
Interest income			$	76			$	52			$	69
Management fees				35				15				11
	Total revenues			111				67				80
EXPENSES
Equity in losses of Charter Holdco				(865	)			(4,488	)			(359	)
General and administrative expenses				(35	)			(14	)			(11	)
Interest expense				(73	)			(49	)			(65	)
	Total expenses			(973	)			(4,551	)			(435	)
Net loss before income taxes				(862	)			(4,484	)			(355	)
Income tax (expense) benefit				(105	)			143				117
Net loss				(967	)			(4,341	)			(238	)
Dividend on preferred equity				(3	)			(4	)			(4	)
Net loss after preferred dividends			$	(970	)		$	(4,345	)		$	(242	)

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				Year Ended December 31,
				2005				2004				2003
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss after preferred dividends			$	(970	)		$	(4,345	)		$	(242	)
	Equity in losses of Charter Holdco				865				4,488				359
	Changes in operating assets and liabilities				—				(1	)			(9	)
	Deferred income taxes				105				(143	)			(117	)
		Net cash flows from operating activities			—				(1	)			(9	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Receivables from Charter Holdco				—				(863	)			—
	Payments from Charter Holdco				132				588				—
	Investment in Charter Holdco				—				(2	)			—
		Net cash flows from investing activities			132				(277	)			—
CASH FLOWS FROM FINANCING ACTIVITIES
	Issuance of convertible notes				—				863				—
	Paydown of convertible notes				(132	)			(588	)
	Net proceeds from issuance of common stock				—				2				—
		Net cash flows from financing activities			(132	)			277				—
NET DECREASE IN CASH AND CASH EQUIVALENTS					—				(1	)			(9	)
CASH AND CASH EQUIVALENTS, beginning of year					—				1				10
CASH AND CASH EQUIVALENTS, end of year				$	—			$	—			$	1

30.	Unaudited Quarterly Financial Data

		Year Ended December 31, 2005
		First				Second				Third				Fourth
		Quarter				Quarter				Quarter				Quarter
Revenues		$	1,215			$	1,266			$	1,265			$	1,287
Operating income from continuing operations			42				100				54				108
Income (loss) from continuing operations before minority interest and income taxes			(343	)			(331	)			99				(317	)
Net income (loss) applicable to common stock			(353	)			(356	)			75				(336	)
Basic income (loss) per common share			(1.16	)			(1.18	)			0.24				(1.06	)
Diluted income (loss) per common share			(1.16	)			(1.18	)			0.09				(1.06	)
Weighted-average shares outstanding, basic			303,308,880				303,620,347				316,214,740				317,272,233
Weighted-average shares outstanding, diluted			303,308,880				303,620,347				1,012,591,842				317,272,233

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		Year Ended December 31, 2004
		First				Second				Third				Fourth
		Quarter				Quarter				Quarter				Quarter
Revenues		$	1,161			$	1,185			$	1,194			$	1,220
Operating income (loss) from continuing operations			167				7				(2,215	)			99
Loss from continuing operations before minority interest and income taxes			(243	)			(376	)			(2,645	)			(330	)
Net loss applicable to common stock			(294	)			(416	)			(3,295	)			(340	)
Basic and diluted loss per common share			(1.00	)			(1.39	)			(10.89	)			(1.12	)
Weighted-average shares outstanding, basic and diluted			295,106,077				300,522,815				302,604,978				302,934,348

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		Page
Report of Independent Registered Public Accounting Firm			F-63
Consolidated Balance Sheets as of as of June 30, 2006 and December 31, 2005 and 2004			F-64
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2006 and 2005			F-65
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2006 and 2005			F-66
Notes to Consolidated Financial Statements			F-67

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	/s/ KPMG LLP

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				June 30,				December 31,
				2006				2005
				(Unaudited)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	56			$	21
	Accounts receivable, less allowance for doubtful accounts of $19 and $17, respectively				180				214
	Prepaid expenses and other current assets				84				92
	Assets held for sale				768				—
		Total current assets			1,088				327
INVESTMENT IN CABLE PROPERTIES:
	Property, plant and equipment, net of accumulated depreciation of $7,054 and $6,749, respectively				5,392				5,840
	Franchises, net				9,280				9,826
		Total investment in cable properties, net			14,672				15,666
OTHER NONCURRENT ASSETS					385				438
		Total assets		$	16,145			$	16,431
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES:
	Accounts payable and accrued expenses			$	1,220			$	1,191
	Liabilities held for sale				20				—
		Total current liabilities			1,240				1,191
LONG-TERM DEBT					19,860				19,388
NOTE PAYABLE — RELATED PARTY					53				49
DEFERRED MANAGEMENT FEES — RELATED PARTY					14				14
OTHER LONG-TERM LIABILITIES					547				517
MINORITY INTEREST					189				188
PREFERRED STOCK — REDEEMABLE; $.001 par value; 1 million shares authorized; 36,713 shares issued and outstanding					4				4
SHAREHOLDERS’ DEFICIT:
	Class A Common stock; $.001 par value; 1.75 billion shares authorized; 438,474,028 and 416,204,671 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				5,240				5,241
	Accumulated deficit				(11,007	)			(10,166	)
	Accumulated other comprehensive income				5				5
		Total shareholders’ deficit			(5,762	)			(4,920	)
		Total liabilities and shareholders’ deficit		$	16,145			$	16,431

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				Three Months Ended June 30,								Six Months Ended June 30,
				2006				2005				2006				2005
REVENUES				$	1,383			$	1,266			$	2,703			$	2,481
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				611				546				1,215				1,081
	Selling, general and administrative				279				250				551				483
	Depreciation and amortization				340				364				690				730
	Asset impairment charges				—				8				99				39
	Other operating (income) expenses, net				7				(2	)			10				6
					1,237				1,166				2,565				2,339
		Operating income from continuing operations			146				100				138				142
OTHER INCOME AND (EXPENSES):
	Interest expense, net				(475	)			(451	)			(943	)			(871	)
	Other income (expenses), net				(21	)			17				(10	)			49
					(496	)			(434	)			(953	)			(822	)
	Loss from continuing operations before income taxes				(350	)			(334	)			(815	)			(680	)
INCOME TAX EXPENSE					(52	)			(25	)			(60	)			(56	)
	Loss from continuing operations				(402	)			(359	)			(875	)			(736	)
INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX					20				4				34				29
		Net loss			(382	)			(355	)			(841	)			(707	)
Dividends on preferred stock — redeemable					—				(1	)			—				(2	)
		Net loss applicable to common stock		$	(382	)		$	(356	)		$	(841	)		$	(709	)
NET LOSS PER COMMON SHARE, BASIC AND DILUTED:
		Loss from continuing operations		$	(1.27	)		$	(1.18	)		$	(2.76	)		$	(2.43	)
		Net loss		$	(1.20	)		$	(1.17	)		$	(2.65	)		$	(2.34	)
Weighted average common shares outstanding, basic and diluted					317,646,946				303,620,347				317,531,492				303,465,474

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					Six Months Ended
					June 30,
					2006				2005
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$	(841	)		$	(707	)
	Adjustments to reconcile net loss to net cash flows from operating activities:
		Depreciation and amortization				698				759
		Asset impairment charges				99				39
		Noncash interest expense				87				114
		Deferred income taxes				60				43
		Other, net				17				(45	)
	Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
		Accounts receivable				30				1
		Prepaid expenses and other assets				29				—
		Accounts payable, accrued expenses and other				26				(23	)
			Net cash flows from operating activities			205				181
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property, plant and equipment					(539	)			(542	)
	Change in accrued expenses related to capital expenditures					(9	)			45
	Proceeds from sale of assets					9				8
	Purchase of cable system					(42	)			—
	Proceeds from investments					28				17
	Other, net					—				(5	)
			Net cash flows from investing activities			(553	)			(477	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Borrowings of long-term debt					5,830				635
	Repayments of long-term debt					(5,858	)			(946	)
	Proceeds from issuance of debt					440				—
	Payments for debt issuance costs					(29	)			(3	)
			Net cash flows from financing activities			383				(314	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						35				(610	)
CASH AND CASH EQUIVALENTS, beginning of period						21				650
CASH AND CASH EQUIVALENTS, end of period					$	56			$	40
CASH PAID FOR INTEREST					$	791			$	744
NONCASH TRANSACTIONS:
	Issuance of debt by Charter Communications Operating, LLC				$	37			$	333
	Retirement of Renaissance Media Group LLC debt				$	(37	)		$	—
	Retirement of Charter Communications Holdings, LLC debt				$	—			$	(346	)

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1.	Organization and Basis of Presentation

	Reclassifications

2.	Liquidity and Capital Resources

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	Recent Financing Transactions

	Debt Covenants

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	Specific Limitations

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3.	Sale of Assets

		Three Months								Six Months
		Ended June 30,								Ended June 30,
		2006				2005				2006				2005
Revenues		$	55			$	57			$	109			$	113
Income before income taxes		$	23			$	10			$	38			$	19
Income tax benefit (expense)		$	(3	)		$	(6	)		$	(4	)		$	10
Net income		$	20			$	4			$	34			$	29
Earnings per common share, basic and diluted		$	0.06			$	0.01			$	0.11			$	0.10

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4.	Franchises and Goodwill

			June 30, 2006												December 31, 2005
			Gross								Net				Gross								Net
			Carrying				Accumulated				Carrying				Carrying				Accumulated				Carrying
			Amount				Amortization				Amount				Amount				Amortization				Amount
Indefinite-lived intangible assets:
	Franchises with indefinite lives		$	9,263			$	—			$	9,263			$	9,806			$	—			$	9,806
	Goodwill			61				—				61				52				—				52
			$	9,324			$	—			$	9,324			$	9,858			$	—			$	9,858
Finite-lived intangible assets:
	Franchises with finite lives		$	23			$	6			$	17			$	27			$	7			$	20

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5.	Accounts Payable and Accrued Expenses

			June 30,				December 31,
			2006				2005
Accounts payable — trade			$	86			$	114
Accrued capital expenditures				64				73
Accrued expenses:
	Interest			398				333
	Programming costs			297				272
	Franchise-related fees			55				67
	Compensation			94				90
	Other			226				242
			$	1,220			$	1,191

6.	Long-Term Debt

				June 30, 2006								December 31, 2005
				Principal				Accreted				Principal				Accreted
				Amount				Value				Amount				Value
Long-Term Debt
	Charter Communications, Inc.:
		4.750% convertible senior notes due 2006		$	—			$	—			$	20			$	20
		5.875% convertible senior notes due 2009			863				848				863				843

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				June 30, 2006								December 31, 2005
				Principal				Accreted				Principal				Accreted
				Amount				Value				Amount				Value
	Charter Communications Holdings, LLC:
		8.250% senior notes due 2007			105				105				105				105
		8.625% senior notes due 2009			292				292				292				292
		9.920% senior discount notes due 2011			198				198				198				198
		10.000% senior notes due 2009			154				154				154				154
		10.250% senior notes due 2010			49				49				49				49
		11.750% senior discount notes due 2010			43				43				43				43
		10.750% senior notes due 2009			131				131				131				131
		11.125% senior notes due 2011			217				217				217				217
		13.500% senior discount notes due 2011			94				94				94				94
		9.625% senior notes due 2009			107				107				107				107
		10.000% senior notes due 2011			137				136				137				136
		11.750% senior discount notes due 2011			125				125				125				120
		12.125% senior discount notes due 2012			113				106				113				100
	CCH I Holdings, LLC:
		11.125% senior notes due 2014			151				151				151				151
		9.920% senior discount notes due 2014			471				471				471				471
		10.000% senior notes due 2014			299				299				299				299
		11.750% senior discount notes due 2014			815				815				815				781
		13.500% senior discount notes due 2014			581				581				581				578
		12.125% senior discount notes due 2015			217				203				217				192
	CCH I, LLC:
		11.000% senior notes due 2015			3,525				3,678				3,525				3,683
	CCH II, LLC:
		10.250% senior notes due 2010			2,051				2,042				1,601				1,601
	CCO Holdings, LLC:
		83/4% senior notes due 2013			800				795				800				794
		Senior floating notes due 2010			550				550				550				550
	Charter Communications Operating, LLC:
		8% senior second lien notes due 2012			1,100				1,100				1,100				1,100
		83/8% senior second lien notes due 2014			770				770				733				733
	Renaissance Media Group LLC:
		10.000% senior discount notes due 2008			—				—				114				115
Credit Facilities
	Charter Operating				5,800				5,800				5,731				5,731
				$	19,758			$	19,860			$	19,336			$	19,388

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	Gain (loss) on extinguishment of debt

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7.	Minority Interest and Equity Interest of Charter Holdco

8.	Share Lending Agreement

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9.	Comprehensive Loss

10.	Accounting for Derivative Instruments and Hedging Activities

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11.	Revenues

		Three Months								Six Months
		Ended								Ended
		June 30,								June 30,
		2006				2005				2006				2005
Video		$	853			$	821			$	1,684			$	1,623
High-speed Internet			261				218				506				425
Telephone			29				8				49				14
Advertising sales			79				73				147				135
Commercial			76				66				149				128
Other			85				80				168				156
		$	1,383			$	1,266			$	2,703			$	2,481

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12.	Operating Expenses

		Three Months								Six Months
		Ended								Ended
		June 30,								June 30,
		2006				2005				2006				2005
Programming		$	379			$	336			$	755			$	678
Service			205				186				408				356
Advertising sales			27				24				52				47
		$	611			$	546			$	1,215			$	1,081

13.	Selling, General and Administrative Expenses

		Three Months								Six Months
		Ended								Ended
		June 30,								June 30,
		2006				2005				2006				2005
General and administrative		$	236			$	220			$	471			$	418
Marketing			43				30				80				65
		$	279			$	250			$	551			$	483

14.	Other Operating (Income) Expenses, Net

		Three Months								Six Months
		Ended								Ended
		June 30,								June 30,
		2006				2005				2006				2005
Loss on sale of assets, net		$	—			$	—			$	—			$	4
Special charges, net			7				(2	)			10				2
		$	7			$	(2	)		$	10			$	6

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15.	Other Income (Expenses), Net

		Three Months								Six Months
		Ended								Ended
		June 30,								June 30,
		2006				2005				2006				2005
Gain (loss) on derivative instruments and hedging activities, net		$	3			$	(1	)		$	11			$	26
Gain (loss) on extinguishment of debt			(27	)			1				(27	)			8
Minority interest			(1	)			(3	)			(1	)			(6	)
Gain on investments			5				20				4				21
Other, net			(1	)			—				3				—
		$	(21	)		$	17			$	(10	)		$	49

16.	Income Taxes

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17.	Contingencies

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18.	Stock Compensation Plans

19.	Related Party Transactions

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	CC VIII, LLC

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20.	Recently Issued Accounting Standards

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		Page
Audited Financial Statements
Report of Independent Registered Public Accounting Firm			F-85
Consolidated Balance Sheets as of December 31, 2005 and 2004			F-86
Consolidated Statements of Operations for the Years Ended December 31, 2005, 2004 and 2003			F-87
Consolidated Statements of Changes in Member’s Equity for the Years Ended December 31, 2005, 2004 and 2003			F-88
Consolidated Statements of Cash Flows for the Years Ended December 31, 2005, 2004 and 2003			F-89
Notes to Consolidated Financial Statements			F-90

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	/s/ KPMG LLP

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				December 31,
				2005				2004
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	3			$	546
	Accounts receivable, less allowance for doubtful accounts of $17 and $15, respectively				212				175
	Prepaid expenses and other current assets				22				20
		Total current assets			237				741
INVESTMENT IN CABLE PROPERTIES:
	Property, plant and equipment, net of accumulated depreciation of $6,712 and $5,142, respectively				5,800				6,110
	Franchises, net				9,826				9,878
		Total investment in cable properties, net			15,626				15,988
OTHER NONCURRENT ASSETS					238				250
		Total assets		$	16,101			$	16,979
LIABILITIES AND MEMBER’S EQUITY
CURRENT LIABILITIES:
	Accounts payable and accrued expenses			$	923			$	949
	Payables to related party				102				30
		Total current liabilities			1,025				979
LONG-TERM DEBT					10,624				9,895
LOANS PAYABLE — RELATED PARTY					22				29
DEFERRED MANAGEMENT FEES — RELATED PARTY					14				14
OTHER LONG-TERM LIABILITIES					392				493
MINORITY INTEREST					622				656
MEMBER’S EQUITY:
Member’s equity					3,400				4,928
Accumulated other comprehensive income (loss)					2				(15	)
		Total member’s equity			3,402				4,913
		Total liabilities and member’s equity		$	16,101			$	16,979

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				Year Ended December 31,
				2005				2004				2003
REVENUES				$	5,033			$	4,760			$	4,616
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				2,203				1,994				1,873
	Selling, general and administrative				998				934				905
	Depreciation and amortization				1,443				1,433				1,396
	Impairment of franchises				—				2,297				—
	Asset impairment charges				39				—				—
	(Gain) loss on sale of assets, net				6				(86	)			5
	Option compensation expense, net				14				31				4
	Hurricane asset retirement loss				19				—				—
	Special charges, net				7				104				21
	Unfavorable contracts and other settlements				—				(5	)			(72	)
					4,729				6,702				4,132
		Operating income (loss) from continuing operations			304				(1,942	)			484
OTHER INCOME AND EXPENSES:
	Interest expense, net				(858	)			(726	)			(545	)
	Gain on derivative instruments and hedging activities, net				50				69				65
	Loss on extinguishment of debt				(6	)			(21	)			—
	Other, net				22				3				(9	)
					(792	)			(675	)			(489	)
		Loss from continuing operations before minority interest, income taxes and cumulative effect of accounting change			(488	)			(2,617	)			(5	)
MINORITY INTEREST					33				20				(29	)
		Loss from continuing operations before income taxes and cumulative effect of accounting change			(455	)			(2,597	)			(34	)
INCOME TAX BENEFIT (EXPENSE)					(9	)			35				(13	)
		Loss from continuing operations before cumulative effect of accounting change			(464	)			(2,562	)			(47	)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX					39				(104	)			32
		Loss before cumulative effect of accounting change			(425	)			(2,666	)			(15	)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX					—				(840	)			—
		Net loss		$	(425	)		$	(3,506	)		$	(15	)

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							Accumulated
							Other				Total
			Member’s				Comprehensive				Member’s
			Equity				Income (Loss)				Equity
BALANCE, December 31, 2002			$	11,145			$	(105	)		$	11,040
	Capital contributions			10				—				10
	Distributions to parent company			(2,133	)			—				(2,133	)
	Changes in fair value of interest rate agreements			—				48				48
	Other, net			1				—				1
	Net loss			(15	)			—				(15	)
BALANCE, December 31, 2003				9,008				(57	)			8,951
	Distributions to parent company			(578	)			—				(578	)
	Changes in fair value of interest rate agreements			—				42				42
	Other, net			4				—				4
	Net loss			(3,506	)			—				(3,506	)
BALANCE, December 31, 2004				4,928				(15	)			4,913
	Distributions to parent company			(1,103	)			—				(1,103	)
	Changes in fair value of interest rate agreements and other			—				17				17
	Net loss			(425	)			—				(425	)
BALANCE, December 31, 2005			$	3,400			$	2			$	3,402

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					Year Ended December 31,
					2005				2004				2003
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$	(425	)		$	(3,506	)		$	(15	)
	Adjustments to reconcile net loss to net cash flows from operating activities:
		Minority interest				(33	)			(20	)			29
		Depreciation and amortization				1,499				1,495				1,453
		Impairment of franchises				—				2,433				—
		Asset impairment charges				39				—				—
		(Gain) loss on sale of assets, net				6				(86	)			5
		Option compensation expense, net				14				27				4
		Hurricane asset retirement loss				19				—				—
		Special charges, net				—				85				—
		Unfavorable contracts and other settlements				—				(5	)			(72	)
		Noncash interest expense				31				27				38
		Gain on derivative instruments and hedging activities, net				(50	)			(69	)			(65	)
		Loss on extinguishment of debt				—				18				—
		Deferred income taxes				3				(42	)			13
		Cumulative effect of accounting change, net of tax				—				840				—
		Other, net				(22	)			(5	)			—
	Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
		Accounts receivable				(41	)			(4	)			69
		Prepaid expenses and other assets				(7	)			(4	)			12
		Accounts payable, accrued expenses and other				(66	)			(103	)			(103	)
		Receivables from and payables to related party, including deferred management fees				(83	)			(72	)			(47	)
			Net cash flows from operating activities			884				1,009				1,321
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property, plant and equipment					(1,088	)			(893	)			(804	)
	Change in accrued expenses related to capital expenditures					13				(33	)			(41	)
	Proceeds from sale of assets					44				744				91
	Purchases of investments					(1	)			(6	)			—
	Proceeds from investments					16				—				—
	Other, net					(2	)			(3	)			(3	)
			Net cash flows from investing activities			(1,018	)			(191	)			(757	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Borrowings of long-term debt					1,207				3,147				739
	Borrowings from related parties					140				—				—
	Repayments of long-term debt					(1,107	)			(4,860	)			(1,368	)
	Repayments to related parties					(147	)			(8	)			(96	)
	Proceeds from issuance of debt					294				2,050				530
	Payments for debt issuance costs					(11	)			(108	)			(42	)
	Redemption of preferred interest					(25	)			—				—
	Capital contributions					—				—				10
	Distributions					(760	)			(578	)			(562	)
			Net cash flows from financing activities			(409	)			(357	)			(789	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						(543	)			461				(225	)
CASH AND CASH EQUIVALENTS, beginning of period						546				85				310
CASH AND CASH EQUIVALENTS, end of period					$	3			$	546			$	85
CASH PAID FOR INTEREST					$	814			$	693			$	457
NONCASH TRANSACTIONS:
	Issuance of debt by Charter Communications Operating, LLC				$	333			$	—			$	—
	Distribution of Charter Communications Holdings, LLC notes and accrued interest				$	(343	)		$	—			$	—
	Transfer of property, plant and equipment from parent company				$	139			$	—			$	—
	Issuance of debt by CCH II, LLC to retire parent company debt				$	—			$	—			$	1,572

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1.	Organization and Basis of Presentation

2.	Liquidity and Capital Resources

	Recent Financing Transactions

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	Debt Covenants

	Parent Company Debt Obligations

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	Specific Limitations at Charter Holdings

3.	Summary of Significant Accounting Policies

	Cash Equivalents

	Property, Plant and Equipment

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, fixtures and equipment			5 years

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	Asset Retirement Obligations

	Franchises

	Other Noncurrent Assets

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		Carrying								Gain (Loss) for
		Value at								the Years Ended
		December 31,								December 31,
		2005				2004				2005				2004				2003
Equity investments, under the cost method		$	27			$	8			$	—			$	(3	)		$	(2	)
Equity investments, under the equity method			13				24				22				6				2
		$	40			$	32			$	22			$	3			$	—

	Valuation of Property, Plant and Equipment

	Derivative Financial Instruments

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	Revenue Recognition

	Programming Costs

	Advertising Costs

	Stock-Based Compensation

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			Year Ended December 31,
			2005				2004				2003
Net loss			$	(425	)		$	(3,506	)		$	(15	)
Add back stock-based compensation expense related to stock options included in reported net loss				14				31				4
Less employee stock-based compensation expense determined under fair value based method for all employee stock option awards				(14	)			(33	)			(30	)
Effects of unvested options in stock option exchange (see Note 17)				—				48				—
	Pro forma		$	(425	)		$	(3,460	)		$	(41	)

	Unfavorable Contracts and Other Settlements

	Income Taxes

	Segments

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4.	Sale of Assets

		Year Ended December 31,
		2005		2004		2003
Revenues		$221		$217		$203
Income (loss) before minority interest, income taxes and cumulative effect of accounting change		$39		$(104)		$32

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5.	Allowance for Doubtful Accounts

		Year Ended
		December 31,
		2005				2004				2003
Balance, beginning of year		$	15			$	17			$	19
Charged to expense			76				92				79
Uncollected balances written off, net of recoveries			(74	)			(94	)			(81	)
Balance, end of year		$	17			$	15			$	17

6.	Property, Plant and Equipment

		2005				2004
Cable distribution systems		$	7,035			$	6,555
Customer equipment and installations			3,934				3,497
Vehicles and equipment			462				419
Buildings and leasehold improvements			525				518
Furniture, fixtures and equipment			556				263
			12,512				11,252
Less: accumulated depreciation			(6,712	)			(5,142	)
		$	5,800			$	6,110

7.	Franchises and Goodwill

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			December 31,
			2005												2004
			Gross								Net				Gross								Net
			Carrying				Accumulated				Carrying				Carrying				Accumulated				Carrying
			Amount				Amortization				Amount				Amount				Amortization				Amount
Indefinite-lived intangible assets:
	Franchises with indefinite lives		$	9,806			$	—			$	9,806			$	9,845			$	—			$	9,845
	Goodwill			52				—				52				52				—				52
			$	9,858			$	—			$	9,858			$	9,897			$	—			$	9,897
Finite-lived intangible assets:
	Franchises with finite lives		$	27			$	7			$	20			$	37			$	4			$	33

8.	Accounts Payable and Accrued Expenses

			2005				2004
Accounts payable — trade			$	100			$	138
Accrued capital expenditures				73				60
Accrued expenses:
	Interest			166				149
	Programming costs			272				278
	Franchise related fees			67				67
	Compensation			60				47
	Other			185				210
			$	923			$	949

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9.	Long-Term Debt

			2005								2004
			Principal				Accreted				Principal				Accreted
			Amount				Value				Amount				Value
Long-Term Debt
CCH II:
	10.250% senior notes due 2010		$	1,601			$	1,601			$	1,601			$	1,601
CCO Holdings:
	83/4% senior notes due 2013			800				794				500				500
	Senior floating notes due 2010			550				550				550				550
Charter Operating:
	8% senior second-lien notes due 2012			1,100				1,100				1,100				1,100
	83/8% senior second-lien notes due 2014			733				733				400				400
Renaissance Media Group LLC:
	10.000% senior discount notes due 2008			114				115				114				116
CC V Holdings, LLC:
	11.875% senior discount notes due 2008			—				—				113				113
Credit Facilities
Charter Operating				5,731				5,731				5,515				5,515
			$	10,629			$	10,624			$	9,893			$	9,895

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	Loss on Extinguishment of Debt

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	CCO Holdings Notes.

	83/4% Senior Notes due 2013

	Senior Floating Rate Notes Due 2010

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	•	a senior obligation of such guarantor;
	•	structurally senior to the outstanding CCO Holdings notes (except in the case of CCO Holdings’ note guarantee, which is structurally pari passu with such senior notes), the outstanding CCH II notes, the outstanding CCH I notes, the outstanding CIH notes, the outstanding Charter Holdings notes and the outstanding Charter convertible senior notes (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.

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	•	incur additional debt;
	•	pay dividends on equity or repurchase equity;
	•	make investments;
	•	sell all or substantially all of their assets or merge with or into other companies;
	•	sell assets;
	•	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;
	•	engage in certain transactions with affiliates; and
	•	grant liens.

	Charter Operating Credit Facilities

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	•	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

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

	Charter Operating Credit Facilities — Restrictive Covenants

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	•	the failure to make payments when due or within the applicable grace period,
	•	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,
	•	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,
	•	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,
	•	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,
	•	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,
	•	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
	•	Charter Operating ceasing to be a wholly-owned direct subsidiary of CCO Holdings, except in certain very limited circumstances.

	CCO Holdings Bridge Loan

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Year		Amount
2006		$	30
2007			280
2008			744
2009			779
2010			3,363
Thereafter			5,433
		$	10,629

10.	Minority Interest

11.	Comprehensive Income (Loss)

12.	Accounting for Derivative Instruments and Hedging Activities

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13.	Fair Value of Financial Instruments

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			2005								2004
			Carrying				Fair				Carrying				Fair
			Value				Value				Value				Value
Debt
	CCH II debt		$	1,601			$	1,592			$	1,601			$	1,698
	CCO Holdings debt			1,344				1,299				1,050				1,064
	Charter Operating debt			1,833				1,821				1,500				1,563
	Credit facilities			5,731				5,719				5,515				5,502
	Other			115				114				229				236
Interest Rate Agreements
	Assets (Liabilities) Swaps			(4	)			(4	)			(69	)			(69	)
	Collars			—				—				(1	)			(1	)

14.	Revenues

		Year Ended December 31,
		2005				2004				2003
Video		$	3,248			$	3,217			$	3,306
High-speed Internet			875				712				535
Telephone			36				18				14
Advertising sales			284				279				254
Commercial			266				227				196
Other			324				307				311
		$	5,033			$	4,760			$	4,616

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15.	Operating Expenses

		Year Ended December 31,
		2005				2004				2003
Programming		$	1,359			$	1,264			$	1,195
Service			748				638				595
Advertising sales			96				92				83
		$	2,203			$	1,994			$	1,873

		Year Ended December 31,
		2005				2004				2003
General and administrative		$	856			$	815			$	802
Marketing			142				119				103
		$	998			$	934			$	905

17.	Stock Compensation Plans

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		2005								2004								2003
						Weighted								Weighted								Weighted
						Average								Average								Average
						Exercise								Exercise								Exercise
		Shares				Price				Shares				Price				Shares				Price
Options outstanding, beginning of period			24,835			$	6.57				47,882			$	12.48				53,632			$	14.22
Granted			10,810				1.36				9,405				4.88				7,983				3.53
Exercised			(17	)			1.11				(839	)			2.02				(165	)			3.96
Cancelled			(6,501	)			7.40				(31,613	)			15.16				(13,568	)			14.10
Options outstanding, end of period			29,127			$	4.47				24,835			$	6.57				47,882			$	12.48
Weighted average remaining contractual life			8 years								8 years								8 years
Options exercisable, end of period			9,999			$	7.80				7,731			$	10.77				22,861			$	16.36
Weighted average fair value of options granted		$	0.65							$	3.71							$	2.71

				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 - $ 1.60				12,565				9 years			$	1.39				1,297				9 years			$	1.49
	$ 2.85 - $ 4.56				5,906				7 years				3.40				3,028				7 years				3.33
	$ 5.06 - $ 5.17				6,970				8 years				5.15				2,187				8 years				5.13
	$ 9.13 - $13.68				1,712				6 years				10.96				1,513				6 years				11.10
	$13.96 - $23.09				1,974				4 years				19.24				1,974				4 years				19.24

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18.	Hurricane Asset Retirement Loss

19.	Special Charges

															Total
			Severance/												Special
			Leases				Litigation				Other				Charge
	Balance at December 31, 2002		$	31
Special Charges				26			$	—			$	(5	)		$	21
Payments				(43	)
	Balance at December 31, 2003			14
Special Charges				12			$	92			$	—			$	104
Payments				(20	)
	Balance at December 31, 2004			6
Special Charges				6			$	1			$	—			$	7
Payments				(8	)
	Balance at December 31, 2005		$	4

20.	Income Taxes

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			December 31,
			2005				2004				2003
Current expense:
	Federal income taxes		$	(2	)		$	(2	)		$	(1	)
	State income taxes			(4	)			(4	)			(1	)
Current income tax expense				(6	)			(6	)			(2	)
Deferred benefit (expense):
	Federal income taxes			(3	)			50				(10	)
	State income taxes			—				7				(1	)
Deferred income tax benefit (expense)				(3	)			57				(11	)
Total income benefit (expense)			$	(9	)		$	51			$	(13	)

		December 31,
		2005				2004				2003
Statutory federal income taxes		$	146			$	945			$	1
State income taxes, net of federal benefit			21				135				—
Losses allocated to limited liability companies not subject to income taxes			(196	)			(1,009	)			12
Valuation allowance used (provided)			20				(20	)			(26	)
Income tax benefit (expense)			(9	)			51				(13	)
Less: cumulative effect of accounting change			—				(16	)			—
Income tax benefit (expense)		$	(9	)		$	35			$	(13	)

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			December 31,
			2005				2004
Deferred tax assets:
	Net operating loss carryforward		$	80			$	95
	Other			6				8
Total gross deferred tax assets				86				103
Less: valuation allowance				(51	)			(71	)
Net deferred tax assets			$	35			$	32
Deferred tax liabilities:
	Property, plant & equipment		$	(41	)		$	(39	)
	Franchises			(207	)			(201	)
Gross deferred tax liabilities				(248	)			(240	)
Net deferred tax liabilities			$	(213	)		$	(208	)

21.	Related Party Transactions

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22.	Commitments and Contingencies

	Commitments

			Total				2006				2007				2008				2009				2010				Thereafter
Contractual Obligations
Operating and Capital Lease Obligations(1)			$	94			$	20			$	15			$	12			$	10			$	13			$	24
Programming Minimum Commitments(2)				1,253				342				372				306				233				—				—
Other(3)				301				146				49				21				21				21				43
	Total		$	1,648			$	508			$	436			$	339			$	264			$	34			$	67

(1)	The Company leases certain facilities and equipment under noncancelable operating leases. Leases and rental costs charged to expense for the years ended December 31, 2005, 2004 and 2003, were $22 million, $22 million and $29 million, respectively.
(2)	The Company pays programming fees under multi-year contracts ranging from three to ten 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 $1.4 billion, $1.3 billion and $1.2 billion for the years ended December 31, 2005, 2004 and 2003, 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, 2005, 2004 and 2003, was $44 million, $42 million and $38 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-

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		related costs included in the accompanying statement of operations were $165 million, $159 million and $157 million for the years ended December 31, 2005, 2004 and 2003, respectively.
	•	The Company also has $165 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

	Securities Class Actions and Derivative Suits

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	Regulation in the Cable Industry

23.	Employee Benefit Plan

24.	Recently Issued Accounting Standards

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25.	Parent Company Only Financial Statements

		December 31,
		2005				2004
ASSETS
Investment in subsidiaries		$	5,044			$	6,553
Other assets			13				15
Total assets		$	5,057			$	6,568
LIABILITIES AND MEMBER’S EQUITY
Current liabilities		$	54			$	54
Long-term debt			1,601				1,601
Member’s equity			3,402				4,913
Total liabilities and member’s equity		$	5,057			$	6,568

		Year Ended December 31,
		2005				2004				2003
Interest expense		$	(167	)		$	(166	)		$	(45	)
Equity in income (losses) of subsidiaries			(258	)			(3,340	)			30
Other, net			—				—				—
Net loss		$	(425	)		$	(3,506	)		$	(15	)

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				Year Ended December 31,
				2005				2004				2003
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss			$	(425	)		$	(3,506	)		$	(15	)
	Noncash interest expense				2				3				—
	Equity in losses of subsidiaries				258				3,340				(30	)
	Changes in operating assets and liabilities				—				6				48
		Net cash flows from operating activities			(165	)			(157	)			3
CASH FLOWS FROM INVESTING ACTIVITIES:
	Investment in subsidiaries				—				—				(10	)
	Distributions from subsidiaries				925				738				545
		Net cash flows from investing activities			925				738				535
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from issuance of debt				—				—				30
	Capital contributions				—				—				10
	Distributions to parent companies				(760	)			(578	)			(562	)
	Payments for debt issuance costs				—				(3	)			(16	)
		Net cash flows from financing activities			(760	)			(581	)			(538	)
NET CHANGE IN CASH AND CASH EQUIVALENTS					—				—				—
CASH AND CASH EQUIVALENTS, beginning of year					—				—				—
CASH AND CASH EQUIVALENTS, end of year				$	—			$	—			$	—

26.	Subsequent Events

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		Page
Consolidated Balance Sheets as of as of June 30, 2006 and December 31, 2005 and 2004			F-130
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2006 and 2005			F-131
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2006 and 2005			F-132
Notes to Consolidated Financial Statements			F-133

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					June 30,				December 31,
					2006				2005
					(Unaudited)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents				$	44			$	3
	Accounts receivable, less allowance for doubtful accounts of $19 and $17, respectively					178				212
	Prepaid expenses and other current assets					20				22
	Assets held for sale					768				—
		Total current assets				1,010				237
INVESTMENT IN CABLE PROPERTIES:
	Property, plant and equipment, net of accumulated depreciation of $7,014 and $6,712, respectively					5,354				5,800
	Franchises, net					9,280				9,826
		Total investment in cable properties, net				14,634				15,626
OTHER NONCURRENT ASSETS						217				238
		Total assets			$	15,861			$	16,101
			LIABILITIES AND MEMBER’S EQUITY
CURRENT LIABILITIES:
	Accounts payable and accrued expenses				$	917			$	923
	Payables to related party					106				102
	Liabilities held for sale					20				—
		Total current liabilities				1,043				1,025
LONG-TERM DEBT						11,057				10,624
LOANS PAYABLE — RELATED PARTY						109				22
DEFERRED MANAGEMENT FEES — RELATED PARTY						14				14
OTHER LONG-TERM LIABILITIES						359				392
MINORITY INTEREST						631				622
MEMBER’S EQUITY:
	Member’s equity					2,646				3,400
	Accumulated other comprehensive income					2				2
		Total member’s equity				2,648				3,402
		Total liabilities and member’s equity			$	15,861			$	16,101

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				Three Months Ended								Six Months Ended
				June 30,								June 30,
				2006				2005				2006				2005
REVENUES				$	1,383			$	1,266			$	2,703			$	2,481
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				611				546				1,215				1,081
	Selling, general and administrative				279				250				551				483
	Depreciation and amortization				340				364				690				730
	Asset impairment charges				—				8				99				39
	Other operating (income) expenses, net				7				(2	)			10				6
					1,237				1,166				2,565				2,339
		Operating income from continuing operations			146				100				138				142
OTHER INCOME AND (EXPENSES):
	Interest expense, net				(248	)			(210	)			(488	)			(408	)
	Other income (expenses), net				(26	)			15				(19	)			35
					(274	)			(195	)			(507	)			(373	)
	Loss from continuing operations before income taxes				(128	)			(95	)			(369	)			(231	)
INCOME TAX EXPENSE					(2	)			(2	)			(4	)			(8	)
	Loss from continuing operations				(130	)			(97	)			(373	)			(239	)
INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX					23				10				38				19
		Net loss		$	(107	)		$	(87	)		$	(335	)		$	(220	)

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					Six Months
					Ended June 30,
					2006				2005
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$	(335	)		$	(220	)
	Adjustments to reconcile net loss to net cash flows from operating activities:
		Depreciation and amortization				698				759
		Asset impairment charges				99				39
		Noncash interest expense				16				14
		Deferred income taxes				—				5
		Other, net				27				(31	)
	Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
		Accounts receivable				29				(10	)
		Prepaid expenses and other assets				—				(21	)
		Accounts payable, accrued expenses and other				(10	)			(46	)
		Receivables from and payables to related party, including management fees				1				(20	)
			Net cash flows from operating activities			525				469
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property, plant and equipment					(539	)			(542	)
	Change in accrued expenses related to capital expenditures					(9	)			48
	Proceeds from sale of assets					9				8
	Purchase of cable system					(42	)			—
	Proceeds from investments					28				16
	Other, net					—				(2	)
			Net cash flows from investing activities			(553	)			(472	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Borrowings of long-term debt					5,830				635
	Borrowings from related parties					—				140
	Repayments of long-term debt					(5,838	)			(819	)
	Repayments to related parties					(20	)			(107	)
	Proceeds from issuance of debt					440				—
	Payments for debt issuance costs					(29	)			(3	)
	Distributions					(314	)			(367	)
			Net cash flows from financing activities			69				(521	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						41				(524	)
CASH AND CASH EQUIVALENTS, beginning of period						3				546
CASH AND CASH EQUIVALENTS, end of period					$	44			$	22
CASH PAID FOR INTEREST					$	451			$	390
NONCASH TRANSACTIONS:
	Issuance of debt by Charter Communications Operating, LLC				$	37			$	333
	Retirement of Renaissance Media Group LLC debt				$	(37	)		$	—
	Distribution of intercompany note to related party				$	(105	)		$	—
	Retirement of Charter Communications Holdings, LLC notes and accrued interest				$	—			$	(343	)
	Transfer of property, plant and equipment from parent company				$	—			$	139

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1.	Organization and Basis of Presentation

	Reclassifications

2.	Liquidity and Capital Resources

	Recent Financing Transactions

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	Debt Covenants

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	Parent Company Debt Obligations

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	Specific Limitations at Charter Holdings

3.	Sale of Assets

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		Three Months								Six Months
		Ended June 30,								Ended June 30,
		2006				2005				2006				2005
Revenues		$	55			$	57			$	109			$	113
Net income (loss)		$	23			$	10			$	38			$	19

4.	Franchises and Goodwill

			June 30, 2006												December 31, 2005
			Gross								Net				Gross								Net
			Carrying				Accumulated				Carrying				Carrying				Accumulated				Carrying
			Amount				Amortization				Amount				Amount				Amortization				Amount
Indefinite-lived intangible assets:
	Franchises with indefinite lives		$	9,263			$	—			$	9,263			$	9,806			$	—			$	9,806
	Goodwill			61				—				61				52				—				52
			$	9,324			$	—			$	9,324			$	9,858			$	—			$	9,858
Finite-lived intangible assets:
	Franchises with finite lives		$	23			$	6			$	17			$	27			$	7			$	20

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5.	Accounts Payable and Accrued Expenses

			June 30,				December 31,
			2006				2005
Accounts payable — trade			$	72			$	100
Accrued capital expenditures				64				73
Accrued expenses:
	Interest			184				166
	Programming costs			297				272
	Franchise-related fees			55				67
	Compensation			64				60
	Other			181				185
			$	917			$	923

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6.	Long-Term Debt

				June 30, 2006								December 31, 2005
				Principal				Accreted				Principal				Accreted
				Amount				Value				Amount				Value
Long-Term Debt
	CCH II, LLC:
		10.250% senior notes due 2010		$	2,051			$	2,042			$	1,601			$	1,601
	CCO Holdings, LLC:
		83/4% senior notes due 2013			800				795				800				794
		Senior floating notes due 2010			550				550				550				550
	Charter Communications Operating, LLC:
		8% senior second lien notes due 2012			1,100				1,100				1,100				1,100
		83/8% senior second lien notes due 2014			770				770				733				733
	Renaissance Media Group LLC:
		10.000% senior discount notes due 2008			—				—				114				115
Credit Facilities
	Charter Operating				5,800				5,800				5,731				5,731
				$	11,071			$	11,057			$	10,629			$	10,624

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7.	Loans Payable-Related Party

8.	Minority Interest

9.	Comprehensive Loss

10.	Accounting for Derivative Instruments and Hedging Activities

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11.	Revenues

		Three Months								Six Months
		Ended June 30,								Ended June 30,
		2006				2005				2006				2005
Video		$	853			$	821			$	1,684			$	1,623
High-speed Internet			261				218				506				425
Telephone			29				8				49				14
Advertising sales			79				73				147				135
Commercial			76				66				149				128
Other			85				80				168				156
		$	1,383			$	1,266			$	2,703			$	2,481

		Three Months								Six Months
		Ended June 30,								Ended June 30,
		2006				2005				2006				2005
Programming		$	379			$	336			$	755			$	678
Service			205				186				408				356
Advertising sales			27				24				52				47
		$	611			$	546			$	1,215			$	1,081

		Three Months								Six Months
		Ended June 30,								Ended June 30,
		2006				2005				2006				2005
General and administrative		$	236			$	220			$	471			$	418
Marketing			43				30				80				65
		$	279			$	250			$	551			$	483

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14.	Other Operating (Income) Expenses, Net

		Three Months								Six Months
		Ended June 30,								Ended June 30,
		2006				2005				2006				2005
Loss on sale of assets, net		$	—			$	—			$	—			$	4
Special charges, net			7				(2	)			10				2
		$	7			$	(2	)		$	10			$	6

		Three Months								Six Months
		Ended June 30,								Ended June 30,
		2006				2005				2006				2005
Gain (loss) on derivative instruments and hedging activities, net		$	3			$	(1	)		$	11			$	26
Gain (loss) on extinguishment of debt			(27	)			(1	)			(27	)			(6	)
Minority interest			(6	)			(3	)			(10	)			(6	)
Gain on investments			5				20				4				21
Other, net			(1	)			—				3				—
		$	(26	)		$	15			$	(19	)		$	35

16.	Income Taxes

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17.	Contingencies

18.	Stock Compensation Plans

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19.	Related Party Transactions

	CC VIII, LLC

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20.	Recently Issued Accounting Standards

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By Facsimile (Eligible Guarantor Institutions Only) (212) 430-3775 (provide call back telephone number on fax cover sheet for confirmation) Confirmation: (212) 430-3774		By Mail, Overnight Courier or Hand Delivery Global Bondholder Services Corporation 65 Broadway — Suite 723 New York, New York 10006 Attn: Corporate Actions

The Dealer Managers for the Exchange Offer are:
Citigroup Global Markets Inc. 390 Greenwich Street, 5th Floor New York, New York 10013 Attn: Special Equity Transactions Group Collect: (212) 723-7406 U.S. Toll-free: (877) 531-8365		Banc of America Securities LLC 9 West 57th Street, 29th Floor New York, New York 10019 Attn: Convertible Securities Department Collect: (212) 933-2200 U.S. Toll-free: (888) 583-8900 x2200