SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August
10, 2006
Charter
Communications, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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000-27927
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43-1857213
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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12405
Powerscourt Drive
St.
Louis, Missouri 63131
(Address
of principal executive offices including zip code)
(314)
965-0555
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM
2.02 RESULTS OR OPERATIONS AND FINANCIAL CONDITION.
In
July
2006, Charter
Communications, Inc. (the "Company") completed the sales of systems in
West Virginia and Virginia, serving approximately 239,700 analog video
customers. The West Virginia and Virginia systems comprise operations and
cash flows that, for financial reporting purposes, meet the criteria
for
discontinued operations in accordance with U. S. generally accepted accounting
principles ("GAAP"). GAAP requires that prior years financial statement be
reclassified to reflect discontinued operations. As such, the income
statements for the years ended December 31, 2005, 2004 and 2003 have
been
revised to reflect these systems as discontinued operations. See Exhibits
99.1 and 99.2, filed herewith, which revise Items 7 and 8, respectively,
of the
Company's Annual Report on Form 10-K for 2005.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 2.02:
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Exhibit
Number
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Description
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23.1
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Consent
of KPMG LLP. *
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99.1
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Item
7 of the Company's Annual Report on Form 10-K for 2005,"Management's
Discussion and Analysis of Financial Condition and Results of
Operations."*
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99.2
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Item
8 of the Company's Annual Report on Form 10-K for 2005, "Financial
Statements and Supplementary
Data."*
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* filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Charter
Communications, Inc. has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHARTER
COMMUNICATIONS, INC.
Registrant
Dated:
August 10, 2006
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By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice
President and Chief Accounting
Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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23.1
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Consent
of KPMG LLP. *
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99.1
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Item
7 of the Company's Annual Report on Form 10-K for 2005,
"Management's
Discussion and Analysis of Financial Condition and Results
of
Operations."*
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99.2
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Item
8 of the Company's Annual Report on Form 10-K for 2005,
"Financial
Statements and Supplementary
Data."*
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