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

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Disclosure Regarding Forward-Looking Statements		i
Additional Information		ii
Summary		1
Risk Factors		14
Use of Proceeds		35
Price Range of Common Stock and Dividend Policy		36
Capitalization		37
Unaudited Pro Forma Consolidated Financial Statements		39
Selected Historical Consolidated Financial Data		44
Supplementary Quarterly Financial Data		46
Management’s Discussion and Analysis of Financial Condition and Results of Operations		47
Business		81
Regulation and Legislation		100
Management		105
Security Ownership of Certain Beneficial Owners and Management		122
Certain Relationships and Related Transactions		126
Description of Notes		146
Registered Borrow Facility		170
Description of Certain Indebtedness		173
Description of Capital Stock and Membership Units		194
Shares Eligible for Future Sale		202
United States Federal Income Tax Considerations		204
Selling Securityholders		211
Plan of Distribution		215
Legal Matters		217
Experts		217
Index to Financial Statements		F-1

	•	our ability to sustain and grow revenues and cash flows from operating activities by offering video, high-speed data, telephony and other services and to maintain a stable customer base, particularly in the face of increasingly aggressive competition from other service providers;

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	•	the availability of funds to meet interest payment obligations under our debt and to fund our operations and necessary capital expenditures, either through cash flows from operating activities, further borrowings or other sources;
	•	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 as it becomes due;
	•	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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	We and our subsidiaries have a significant amount of existing debt and may incur substantial additional debt in the future, which could adversely affect our financial health and our ability to react to changes in our business.

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

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

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

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

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

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

	•	our future operating performance;

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	•	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.

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

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

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

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

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

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

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

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

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

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

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

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

	Recent management changes could disrupt operations.

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

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

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

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

	•	the liquidity of the Class A common stock and the notes;
	•	how the Class A common stock and the notes trade in the marketplace;

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

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

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

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

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

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

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

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

	•	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 for franchise renewals and transfers; and
	•	other requirements covering a variety of operational areas such as equal employment opportunity, technical standards and customer service requirements.

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

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

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

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

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

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

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

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

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

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

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

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

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

	If any registration statement covering shares to be lent pursuant to the share lending agreement is not declared effective, the trading price of the notes and the Class A common stock may be adversely affected.

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

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

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

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

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

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

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

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	The failure to maintain a minimum share price of $1.00 per share of Class A common stock could result in delisting of our shares on the Nasdaq National Market, which would harm the market price of our Class A common stock.

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

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

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

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2005		High				Low
First Quarter			$2.30				$1.35
Second Quarter			$1.53				$0.90
Third Quarter through July 18			$1.39				$1.20

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

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

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

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					As of
					March 31,
					2005
					Actual
					(Dollars
					in
					millions)
Cash and cash equivalents					$	32
Long-term debt:
		Charter Communications, Inc.:
			5.875% convertible senior notes due 2009(a)		$	835
			4.75% convertible senior notes due 2006			122
		Charter Holdings:
			Senior and senior discount notes(b)			8,346
		CCH II:
			10.250% senior notes due 2010			1,601
		CCO Holdings:
			83/4% senior notes due 2013			500
			Senior floating rate notes due 2010			550
		Charter Operating:
			8.000% senior second lien notes			1,100
			8.375% senior second lien notes			671
		Renaissance:
			10.00% senior discount notes due 2008			116
Credit facilities:
		Charter Operating(c)				5,088
			Total long-term debt			18,929
Preferred stock — redeemable(d)						55
Minority interest(e)						656
Shareholders’ deficit:
Class A common stock; $.001 par value; 1.75 billion shares authorized; 304,763,192 shares issued and outstanding(f)						—
Class B common stock; $.001 par value; 750 million shares authorized; 50,000 shares issued and outstanding						—
Preferred stock; $.001 par value; 250 million shares						—
Additional paid-in-capital						4,798
Accumulated deficit						(9,549	)
Accumulated other comprehensive loss						—
	Total shareholders’ deficit					(4,751	)
	Total capitalization				$	14,889

(a)		Represents $863 million of 5.875% convertible senior notes of which $30 million, related to certain provisions of the 5.875% convertible senior notes that for accounting purposes were derivatives which required bifurcation, was recorded as accounts payable and accrued expenses and other long-term liabilities with the resulting long-term debt of $832 million. The debt has accreted to $835 million at March 31, 2005 and will accrete to the $863 million face value over three years, the duration of our pledged securities.

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				As of
				March 31,
				2005
				Actual
				(Dollars
				in
				millions)
(b)		Represents the following Charter Holdings notes:
		8.250% senior notes due 2007		$	167
		8.625% senior notes due 2009			1,243
		9.920% senior discount notes due 2011			1,108
		10.000% senior notes due 2009			640
		10.250% senior notes due 2010			318
		11.750% senior discount notes due 2010			450
		10.750% senior notes due 2009			874
		11.125% senior notes due 2011			500
		13.500% senior discount notes due 2011			608
		9.625% senior notes due 2009			638
		10.000% senior notes due 2011			708
		11.750% senior discount notes due 2011			825
		12.125% senior discount notes due 2012			267
		Total		$	8,346

(c)		The amounts outstanding under the Charter Operating credit facilities as of March 31, 2005 totaled $5.1 billion. Borrowing availability under the credit facilities totaled $1.2 billion as of March 31, 2005, none of which was restricted due to covenants.
(d)		In connection with Charter’s acquisition of Cable USA, Inc. and certain cable system assets from affiliates of Cable USA, Inc., Charter issued 545,259 shares of Series A Convertible Redeemable Preferred Stock valued at and with a liquidation preference of $55 million. Holders of the preferred stock have no voting rights but are entitled to receive cumulative cash dividends at an annual rate of 5.75%, payable quarterly or 7.75% if not paid but accrued. Beginning January 1, 2005, Charter is accruing 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. The preferred stock is convertible, in whole or in part, at the option of the holders from April 1, 2002 through August 31, 2008, into shares of Class A common stock at an initial conversion rate equal to a conversion price of $24.71 per share of Class A common stock, subject to certain customary adjustments.
(e)		Minority interest represents the percentage of Charter Communications Holding Company, LLC not owned by Charter, or approximately 53% of total members’ equity of Charter Communications Holding Company, LLC, plus $656 million of preferred membership interests in CC VIII, LLC, an indirect subsidiary of Charter Communications Holding Company, LLC. Paul G. Allen indirectly holds the preferred membership units in CC VIII as a result of the exercise of put rights originally granted in connection with the Bresnan transaction in 2000. An issue has arisen regarding the ultimate ownership of the CC VIII membership interests following the consummation of the Bresnan put transaction on June 6, 2003. See “Certain Relationships and Related Transactions — Transactions Arising Out of Our Organizational Structure and Mr. Allen’s Investment in Charter and its Subsidiaries — Equity Put Rights — CC VIII.”
(f)		Although the shares offered pursuant to the share lending agreement will be considered issued and outstanding, we do not expect they will impact our earnings per share under current accounting literature. See “Share Lending Agreement” for further discussion related to the accounting of the share lending agreement. Pro forma for the issuance of these shares, at March 31, 2005 there were 454,763,192 shares issued and outstanding.

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	(1) the disposition of certain assets in March and April 2004, with proceeds used to pay down credit facilities;
	(2) the issuance and sale of the CCO Holdings senior floating rate notes in December 2004 and the Charter Operating senior second lien notes in April 2004;
	(3) an increase in amounts outstanding under the Charter Operating credit facilities in April 2004 and the use of such funds, together with the proceeds from the sale of the Charter Operating senior second lien notes, to refinance amounts outstanding under the credit facilities of our subsidiaries, CC VI Operating, CC VIII Operating and Falcon;
	(4) the repayment of $530 million of borrowings under the Charter Operating revolving credit facility with net proceeds from the issuance and sale of the CCO Holdings senior floating rate notes in December 2004, which were included in our cash balance at December 31, 2004;
	(5) the redemption of all of CC V Holdings’ outstanding 11.875% senior discount notes due 2008 with cash on hand;
	(6) the establishment of a registered borrow facility for the issuance of up to 150 million shares of our Class A common stock pursuant to a share lending agreement, the sole effect of which is to increase common shares issued and outstanding; and
	(7) the issuance and sale of $863 million of 5.875% convertible senior notes in November 2004 with proceeds used for (i) the purchase of certain U.S. government securities pledged as security for the 5.875% convertible senior notes (and which we expect to use to fund the first six interest payments thereon), (ii) redemption of outstanding 5.75% convertible senior notes due 2005 and (iii) general corporate purposes.

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								Asset				Financing								Offering
								Dispositions				Transactions								Adjustments
				Historical				(Note A)				(Note B)				Subtotal				(Note C)				Pro Forma
				(Dollars in millions, except per share and share amounts)
Revenues
	Video			$	849			$	(21	)		$	—			$	828			$	—			$	828
	High-speed data				168				(3	)			—				165				—				165
	Advertising				59				(1	)			—				58				—				58
	Commercial				56				(2	)			—				54				—				54
	Other				82				(2	)			—				80				—				80
		Total			1,214				(29	)			—				1,185				—				1,185
Costs and Expenses
	Operating (excluding depreciation and amortization)				512				(12	)			—				500				—				500
	Selling, general and administrative				239				(4	)			—				235				—				235
	Depreciation and amortization				370				(6	)			—				364				—				364
	Gain (loss) on sale of assets, net				(106	)			105				—				(1	)			—				(1	)
	Option compensation expense, net				14				—				—				14				—				14
	Special charges, net				10				—				—				10				—				10
					1,039				83				—				1,122				—				1,122
Income from operations					175				(112	)			—				63				—				63
Interest expense, net					(393	)			4				(29	)			(418	)			(4	)			(422	)
Gain on derivative instruments and hedging activities, net					(7	)			—				—				(7	)			—				(7	)
Loss on debt to equity conversions					(8	)			—				—				(8	)			—				(8	)
Other, net					(2	)			—				—				(2	)			—				(2	)
					(410	)			4				(29	)			(435	)			(4	)			(439	)
Loss before minority interest, income taxes, and cumulative effect of accounting change					(235	)			(108	)			(29	)			(372	)			(4	)			(376	)
Minority interest					(4	)			—				—				(4	)			—				(4	)
Loss before income taxes and cumulative effect of accounting change					(239	)			(108	)			(29	)			(376	)			(4	)			(380	)
Income tax benefit					(54	)			14				—				(40	)			—				(40	)
Loss before cumulative effect of accounting change				$	(293	)		$	(94	)		$	(29	)		$	(416	)		$	(4	)		$	(420	)
Loss per common share, basic and diluted				$	(1.00	)																		$	(1.43	)
Weighted average common shares outstanding, basic and diluted (Note D)					295,106,077																				295,106,077

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Interest on the Charter Operating senior second lien notes and the amended and restated Charter Operating credit facilities at a weighted average rate of 4.9%		$	89
Interest on CCO Holdings senior floating rate notes			9
Amortization of deferred financing costs			6
Less:
Historical interest expense for Charter Operating credit facilities and on subsidiary credit facilities repaid			(65	)
Historical interest expense for Charter Operating’s revolving credit facility repaid with cash on hand			(7	)
Historical interest expense for the CC V Holdings 11.875% senior discount notes due 2008 repaid with cash on hand.			(3	)
Net increase in interest expense for other financing transactions		$	29

Interest on the convertible senior notes issued in November 2004		$	13
Amortization of deferred debt issuance costs			1
Less interest from the pledged securities			(1	)
Less interest on 5.75% convertible senior notes retired with proceeds			(9	)
Pro forma interest expense adjustment		$	4

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								Asset				Financing								Offering
								Dispositions				Transactions								Adjustments
				Historical				(Note A)				(Note B)				Subtotal				(Note C)				Pro Forma
				(Dollars in millions, except per share and share amounts)
Revenues
	Video			$	3,373			$	(21	)		$	—			$	3,352			$	—			$	3,352
	High-speed data				741				(3	)			—				738				—				738
	Advertising				289				(1	)			—				288				—				288
	Commercial				238				(2	)			—				236				—				236
	Other				336				(2	)			—				334				—				334
		Total			4,977				(29	)			—				4,948				—				4,948
Costs and Expenses
	Operating (excluding depreciation and amortization)				2,080				(12	)			—				2,068				—				2,068
	Selling, general and administrative				971				(4	)			—				967				—				967
	Depreciation and amortization				1,495				(6	)			—				1,489				—				1,489
	Impairments of franchises				2,433				—				—				2,433				—				2,433
	Gain (loss) on sale of assets, net				(86	)			105				—				19				—				19
	Option compensation expense, net				31				—				—				31				—				31
	Special charges, net				104				—				—				104				—				104
	Unfavorable contracts and other settlements				(5	)			—				—				(5	)			—				(5	)
					7,023				83				—				7,106				—				7,106
Loss from operations					(2,046	)			(112	)			—				(2,158	)			—				(2,158	)
Interest expense, net					(1,670	)			4				(33	)			(1,699	)			(10	)			(1,709	)
Gain on derivative instruments and hedging activities, net					69				—				—				69				—				69
Loss on debt to equity conversions					(23	)			—				—				(23	)			—				(23	)
Loss on extinguishment of debt					(31	)			—				21				(10	)			10				—
Other, net					3				—				—				3				—				3
					(1,652	)			4				(12	)			(1,660	)			—				(1,660	)
Loss before minority interest, income taxes, and cumulative effect of accounting change					(3,698	)			(108	)			(12	)			(3,818	)			—				(3,818	)
Minority interest					19				—				—				19				—				19
Loss before income taxes and cumulative effect of accounting change					(3,679	)			(108	)			(12	)			(3,799	)			—				(3,799	)
Income tax benefit					103				14				—				117				—				117
Loss before cumulative effect of accounting change				$	(3,576	)		$	(94	)		$	(12	)		$	(3,682	)		$	—			$	(3,682	)
Loss per common share, basic and diluted				$	(11.92	)																		$	(12.27	)
Weighted average common shares outstanding, basic and diluted (Note D)					300,291,877																				300,291,877

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Interest on the Charter Operating senior second lien notes and the amended and restated Charter Operating credit facilities at a weighted average rate of 4.9%		$	114
Interest on CCO Holdings senior floating rate notes			35
Amortization of deferred financing costs			10
Less:
Historical interest expense for Charter Operating credit facilities and on subsidiary credit facilities repaid			(83	)
Historical interest expense for Charter Operating’s revolving credit facility repaid with cash on hand			(30	)
Historical interest expense for the CC V Holdings 11.875% senior discount notes due 2008 repaid with cash on hand.			(13	)
Net increase in interest expense for other financing transactions		$	33

Interest on the convertible senior notes issued in November 2004		$	45
Amortization of deferred debt issuance costs			4
Less interest from the pledged securities			(2	)
Less interest on 5.75% convertible senior notes retired with proceeds			(37	)
Pro forma interest expense adjustment		$	10

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																							Three Months Ended
			Year Ended December 31,																				March 31,
			2000				2001				2002				2003				2004				2004				2005
			(Dollars in millions, except share and per share amounts)
Statement of Operations Data:
Revenues			$	3,141			$	3,807			$	4,566			$	4,819			$	4,977			$	1,214			$	1,271
Costs and Expenses:
	Operating (excluding depreciation and amortization)			1,187				1,486				1,807				1,952				2,080				512				559
	Selling, general and administrative			606				826				963				940				971				239				237
	Depreciation and amortization			2,398				2,683				1,436				1,453				1,495				370				381
	Impairment of franchises			—				—				4,638				—				2,433				—				—
	Asset impairment charges			—				—				—				—				—				—				31
	(Gain) loss on sale of assets, net			—				10				3				5				(86	)			(106	)			4
	Option compensation expense (income), net			38				(5	)			5				4				31				14				4
	Special charges, net			—				18				36				21				104				10				4
	Unfavorable contracts and other settlements			—				—				—				(72	)			(5	)			—				—
				4,229				5,018				8,888				4,303				7,023				1,039				1,220
Income (loss) from operations				(1,088	)			(1,211	)			(4,322	)			516				(2,046	)			175				51
Interest expense, net				(1,040	)			(1,310	)			(1,503	)			(1,557	)			(1,670	)			(393	)			(420	)
Gain (loss) on derivative instruments and hedging activities, net				—				(50	)			(115	)			65				69				(7	)			27
Loss on debt to equity conversions				—				—				—				—				(23	)			(8	)			—
Gain (loss) on extinguishment of debt				—				—				—				267				(31	)			—				7
Other, net				(20	)			(59	)			(4	)			(16	)			3				(2	)			1
Loss before minority interest, income taxes and cumulative effect of accounting change				(2,148	)			(2,630	)			(5,944	)			(725	)			(3,698	)			(235	)			(334	)
Minority interest(a)				1,280				1,461				3,176				377				19				(4	)			(3	)
Loss before income taxes and cumulative effect of accounting change				(868	)			(1,169	)			(2,768	)			(348	)			(3,679	)			(239	)			(337	)
Income tax benefit (expense)				10				12				460				110				103				(54	)			(15	)
Loss before cumulative effect of accounting change				(858	)			(1,157	)			(2,308	)			(238	)			(3,576	)			(293	)			(352	)
Cumulative effect of accounting change, net of tax				—				(10	)			(206	)			—				(765	)			—				—
Net loss				(858	)			(1,167	)			(2,514	)			(238	)			(4,341	)			(293	)			(352	)
Dividends on preferred stock — redeemable				—				(1	)			(3	)			(4	)			(4	)			(1	)			(1	)
Net loss applicable to common stock			$	(858	)		$	(1,168	)		$	(2,517	)		$	(242	)		$	(4,345	)		$	(294	)		$	(353	)
Loss per common share, basic and diluted			$	(3.80	)		$	(4.33	)		$	(8.55	)		$	(0.82	)		$	(14.47	)		$	(1.00	)		$	(1.16	)
Weighted-average common shares outstanding, basic and diluted				225,697,775				269,594,386				294,440,261				294,597,519				300,291,877				295,106,077				303,308,880

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																						Three Months Ended
		Year Ended December 31,																				March 31,
		2000				2001				2002				2003				2004				2004				2005
		(Dollars in millions, except share and per share amounts)
Other Data:
Deficiencies of earnings to cover fixed charges(b)		$	2,148			$	2,630			$	5,944			$	725			$	3,698			$	235			$	334
Balance Sheet Data (end of period):
Total assets		$	24,352			$	26,463			$	22,384			$	21,364			$	17,673			$	20,572			$	16,794
Long-term debt			13,061				16,343				18,671				18,647				19,464				18,108				18,929
Minority interest(a)			4,571				4,434				1,050				689				648				693				656
Redeemable securities			1,104				—				—				—				—				—				—
Preferred stock — redeemable			—				51				51				55				55				55				55
Shareholders’ equity (deficit)			2,767				2,585				41				(175	)			(4,406	)			(441	)			(4,751	)

(a)		Minority interest represents the percentage of Charter Communications Holding Company, LLC not owned by Charter, plus preferred membership interests in CC VIII, LLC, an indirect subsidiary of Charter. Paul G. Allen indirectly holds the preferred membership units in CC VIII, LLC as a result of the exercise of a put right originally granted in connection with the Bresnan transaction in 2000. An issue has arisen regarding the ultimate ownership of the CC VIII, LLC membership interest following the consummation of the Bresnan put transaction on June 6, 2003. See “Certain Relationships and Related Transactions — Transactions Arising Out of Our Organizational Structure and Mr. Allen’s Investment in Charter and Its Subsidiaries — Equity Put Rights — CC VIII.” Effective January 1, 2005, Charter ceased recognizing minority interest in earnings and losses of CC VIII, LLC for financial reporting purposes until such time as the resolution of the issue is determinable or other events occur. Reported losses allocated to minority interest on the statement of operations are limited to the extent of any remaining minority interest on the balance sheet related to Charter Communications Holding Company, LLC. Because minority interest in Charter Communications Holding Company, LLC was substantially eliminated at December 31, 2003, beginning in 2004, Charter began to absorb substantially all losses before income taxes that otherwise would have been allocated to minority interest. As a result of negative equity at Charter Communications Holding Company, LLC, during the year ended December 31, 2004, no additional losses were allocated to minority interest, resulting in an approximate additional $2.4 billion of net losses. Under our existing capital structure, Charter will absorb substantially all future losses.
(b)		Earnings include net loss plus fixed charges. Fixed charges consist of interest expense and an estimated interest component of rent expense.

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		Three Months Ended
		March 31, 2005
Revenues		$	1,271
Income from operations			51
Loss before minority interest and income taxes			(334	)
Net loss applicable to common stock			(353	)
Basic and diluted loss per common share			(1.16	)
Weighted-average shares outstanding			303,308,880

		Year Ended December 31, 2004
		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
Revenues		$	1,214			$	1,239			$	1,248			$	1,276
Income (loss) from operations			175				15				(2,344	)			108
Loss before minority interest, income taxes and cumulative effect of accounting change			(235	)			(366	)			(2,776	)			(321	)
Net loss applicable to common stock			(294	)			(416	)			(3,295	)			(340	)
Basic and diluted loss per common share before cumulative effect of accounting change			(1.00	)			(1.39	)			(8.36	)			(1.12	)
Basic and diluted loss per common share			(1.00	)			(1.39	)			(10.89	)			(1.12	)
Weighted-average shares outstanding			295,106,077				300,522,815				302,604,978				302,934,348

		Year Ended December 31, 2003
		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
Revenues		$	1,178			$	1,217			$	1,207			$	1,217
Income from operations			77				112				117				210
Income (loss) before minority interest and income taxes			(301	)			(286	)			23				(161	)
Net income (loss) applicable to common stock			(182	)			(38	)			36				(58	)
Basic income (loss) per common share			(0.62	)			(0.13	)			0.12				(0.20	)
Diluted Income (loss) per common share			(0.62	)			(0.13	)			0.07				(0.20	)
Weighted-average shares outstanding, basic			294,466,137				294,474,596				294,566,878				294,875,504
Weighted-average shares outstanding, diluted			294,466,137				294,474,596				637,822,843				294,875,504

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	•	the December 2004 sale by our subsidiaries, CCO Holdings, LLC and CCO Holdings Capital Corp., of $550 million of senior floating rate notes due 2010;
	•	the November 2004 sale by Charter of $862.5 million of 5.875% convertible senior notes due 2009;
	•	the December 2004 redemption of all of our 5.75% convertible senior notes due 2005 ($588 million principal amount);
	•	the April 2004 sale of $1.5 billion of senior second-lien notes by our subsidiary, Charter Operating, together with the concurrent refinancing of its credit facilities;
	•	the sale in the first half of 2004 of non-core cable systems for a total of $735 million, the proceeds of which were used to reduce indebtedness; and
	•	the March 2005 issuance of Charter Operating notes in exchange for Charter Holdings notes.

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				Purchase Price
																Securities								Acquired
				Acquisition				Cash				Assumed				Issued/Other				Total				Customers
				Date				Paid				Debt				Consideration				Price				(approx)
				(Dollars in millions)
Interlake					1/00			$	13			$	—			$	—			$	13				6,000
Bresnan					2/00				1,100				963				1,014	(a)			3,077				695,800
Capital Cable					4/00				60				—				—				60				23,200
Farmington					4/00				15				—				—				15				5,700
Kalamazoo					9/00				—				—				171	(b)			171				50,700
	Total 2000 Acquisitions							$	1,188			$	963			$	1,185			$	3,336				781,400
AT&T Systems					6/01			$	1,711			$	—			$	25			$	1,736	(c)			551,100
Cable USA					8/01				45				—				55	(d)			100				30,600
	Total 2001 Acquisitions							$	1,756			$	—			$	80			$	1,836				581,700
High Speed Access Corp.					2/02				78				—				—				78				N/A
Enstar Limited Partnership Systems					4/02				48				—				—				48				21,600
Enstar Income Program II-1, L.P.					9/02				15				—				—				15				6,400
	Total 2002 Acquisitions							$	141			$	—			$	—			$	141				28,000
		Total 2000-2002 Acquisitions						$	3,085			$	963			$	1,265			$	5,313				1,391,100

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

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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.

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

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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 and fixtures			5 years

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

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

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				Three Months Ended March 31,
				2005								2004
Revenues				$	1,271				100	%		$	1,214				100	%
Costs and expenses:
	Operating (excluding depreciation and amortization)				559				44	%			512				42	%
	Selling, general and administrative				237				19	%			239				20	%
	Depreciation and amortization				381				30	%			370				31	%
	Asset impairment charges				31				3	%			—				—
	(Gain) loss on sale of assets, net				4				—				(106	)			(9	)%
	Option compensation expense, net				4				—				14				1	%
	Special charges, net				4				—				10				1	%
					1,220				96	%			1,039				86	%
		Income from operations			51				4	%			175				14	%
	Interest expense, net				(420	)							(393	)
	Gain (loss) on derivative instruments and hedging activities, net				27								(7	)
	Loss on debt to equity conversions				—								(8	)
	Gain on extinguishment of debt				7								—
	Other, net				1								(2	)
					(385	)							(410	)
		Loss before minority interest and income taxes			(334	)							(235	)
Minority interest					(3	)							(4	)
		Loss before income taxes			(337	)							(239	)
Income tax expense					(15	)							(54	)
		Net loss			(352	)							(293	)
Dividends on preferred stock — redeemable					(1	)							(1	)
		Net loss applicable to common stock		$	(353	)						$	(294	)
Loss per common share, basic and diluted				$	(1.16	)						$	(1.00	)
Weighted average common shares outstanding, basic and diluted					303,308,880								295,106,077

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		Three Months Ended March 31,
		2005								2004								2005 over 2004
						% of								% of								%
		Revenues				Revenues				Revenues				Revenues				Change				Change
Video		$	842				66%			$	849				70%			$	(7	)			(1	)%
High-speed data			215				17%				168				14%				47				28	%
Advertising sales			64				5%				59				5%				5				8	%
Commercial			65				5%				56				4%				9				16	%
Other			85				7%				82				7%				3				4	%
		$	1,271				100%			$	1,214				100%			$	57				5	%

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		Three Months Ended March 31,
		2005								2004								2005 over 2004
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
Programming		$	358				28%			$	334				27%			$	24				7%
Advertising sales			25				2%				23				2%				2				9%
Service			176				14%				155				13%				21				14%
		$	559				44%			$	512				42%			$	47				9%

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		Three Months Ended March 31,
		2005								2004								2005 over 2004
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
General and administrative		$	202				16%			$	208				17%			$	(6	)			(3	)%
Marketing			35				3%				31				3%				4				13	%
		$	237				19%			$	239				20%			$	(2	)			(1	)%

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			Year Ended December 31,
			2004								2003								2002
Revenues			$	4,977				100	%		$	4,819				100	%		$	4,566				100	%
Costs and Expenses:
	Operating (excluding depreciation and amortization)			2,080				42	%			1,952				40	%			1,807				40	%
	Selling, general and administrative			971				19	%			940				20	%			963				21	%
	Depreciation and amortization			1,495				30	%			1,453				30	%			1,436				31	%
	Impairment of franchises			2,433				49	%			—				—				4,638				102	%
	(Gain) loss on sale of assets, net			(86	)			(2	)%			5				—				3				—
	Option compensation expense, net			31				1	%			4				—				5				—
	Special charges, net			104				2	%			21				—				36				1	%
	Unfavorable contracts and other settlements			(5	)			—				(72	)			(1	)%			—				—
				7,023				141	%			4,303				89	%			8,888				195	%
Income (loss) from operations				(2,046	)			(41	)%			516				11	%			(4,322	)			(95	)%
Interest expense, net				(1,670	)							(1,557	)							(1,503	)
Gain (loss) on derivative instruments and hedging activities, net				69								65								(115	)
Loss on debt to equity conversions				(23	)							—								—
Gain (loss) on extinguishment of debt				(31	)							267								—
Other, net				3								(16	)							(4	)
Loss before minority interest, income taxes and cumulative effect of accounting change				(3,698	)							(725	)							(5,944	)
Minority interest				19								377								3,176
Loss before income taxes and cumulative effect of accounting change				(3,679	)							(348	)							(2,768	)
Income tax benefit				103								110								460
Loss before cumulative effect of accounting change				(3,576	)							(238	)							(2,308	)
Cumulative effect of accounting change, net of tax				(765	)							—								(206	)

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		Year Ended December 31,
		2004								2003								2002
Net loss			(4,341	)							(238	)							(2,514	)
Dividends on preferred stock — redeemable			(4	)							(4	)							(3	)
Net loss applicable to common stock		$	(4,345	)						$	(242	)						$	(2,517	)
Loss per common share, basic and diluted		$	(14.47	)						$	(0.82	)						$	(8.55	)
Weighted average common shares outstanding			300,291,877								294,597,519								294,440,261

		Year Ended December 31,
		2004								2003								2004 over 2003
						% of								% of								%
		Revenues				Revenues				Revenues				Revenues				Change				Change
Video		$	3,373				68	%		$	3,461				72	%		$	(88	)			(3	)%
High-speed data			741				15	%			556				12	%			185				33	%
Advertising sales			289				6	%			263				5	%			26				10	%
Commercial			238				4	%			204				4	%			34				17	%
Other			336				7	%			335				7	%			1				—
		$	4,977				100	%		$	4,819				100	%		$	158				3	%

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		Year Ended December 31,
		2004								2003								2004 over 2003
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
Programming		$	1,319				27	%		$	1,249				26	%		$	70				6	%
Advertising sales			98				2	%			88				2	%			10				11	%
Service			663				13	%			615				12	%			48				8	%
		$	2,080				42	%		$	1,952				40	%		$	128				7	%

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		Year Ended December 31,
		2004								2003								2004 over 2003
						% of								% of								%
		Expenses				Revenues				Expenses				Revenues				Change				Change
General and administrative		$	849				17	%		$	833				18	%		$	16				2	%
Marketing			122				2	%			107				2	%			15				14	%
		$	971				19	%		$	940				20	%		$	31				3	%

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

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

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

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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 priorities 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.

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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)			$	19,791			$	30			$	917			$	5,898			$	12,946
Long-Term Debt Interest Payments(2)				10,109				1,454				3,348				3,332				1,975
Payments on Interest Rate Instruments(3)				81				50				31				—				—
Capital and Operating Lease Obligations(1)				88				23				30				17				18
Programming Minimum Commitments(4)				1,579				318				719				542				—
Other(5)				272				62				97				46				67
	Total		$	31,920			$	1,937			$	5,142			$	9,835			$	15,006

(1)	The table presents maturities of long-term debt outstanding as of December 31, 2004 and does not reflect the effects of the March 2005 redemption of the CC V Holdings, LLC notes. Refer to “Description of Certain Indebtedness” and Notes 9 and 23 to our December 31, 2004 consolidated financial statements included in this prospectus for a description of our long-term debt and other contractual obligations and commitments.
(2)	Interest payments on variable debt are estimated using amounts outstanding at December 31, 2004 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, 2004. 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, 2004.
(4)	We pay programming fees under multi-year contracts ranging generally from three to six years typically based on a flat fee per customer, which may be fixed for the term or may in some cases, escalate over the term. Programming costs included in the accompanying statements of operations were $1.3 billion, $1.2 billion and $1.2 billion for the years ended December 31, 2004, 2003 and 2002, 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 for the years ended December 31, 2004, 2003 and 2002, was $43 million, $40 million and $41 million, respectively.
	•	We pay franchise fees under multi-year franchise agreements based on a percentage of revenues earned from video service per year. We also pay other franchise related costs, such as public education grants under multi-year agreements. Franchise fees and other franchise-related costs included in the accompanying statements of operations were $164 million, $162 million and $160 million for the years ended December 31, 2004, 2003 and 2002, respectively.
	•	We also have $166 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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			Three Months
			Ended								For the Years Ended
			March 31,								December 31,
			2005				2004				2004				2003				2002
Customer premise equipment(a)			$	86			$	114			$	451			$	380			$	748
Scalable infrastructure(b)				42				19				108				67				261
Line extensions(c)				29				23				131				131				101
Upgrade/Rebuild(d)				10				11				49				132				777
Support capital(e)				44				23				185				144				280
	Total capital expenditures(f)		$	211			$	190			$	924			$	854			$	2,167

(a)		Customer premise equipment includes costs incurred at the customer residence to secure new customers, revenue units and additional bandwidth revenues. It also includes customer installation costs in accordance with SFAS 51 and customer premise equipment (e.g., set-top terminals and cable modems, etc.).
(b)		Scalable infrastructure includes costs, not related to customer premise equipment or our network, to secure growth of new customers, revenue units and additional bandwidth revenues or provide service enhancements (e.g., headend equipment).
(c)		Line extensions include network costs associated with entering new service areas (e.g., fiber/coaxial cable, amplifiers, electronic equipment, make-ready and design engineering).
(d)		Upgrade/rebuild includes costs to modify or replace existing fiber/coaxial cable networks, including betterments.
(e)		Support capital includes costs associated with the replacement or enhancement of non-network assets due to technological and physical obsolescence (e.g., non-network equipment, land, buildings and vehicles).
(f)		Represents all capital expenditures made during the three months ended March 31, 2005 and 2004 and the years ended December 31, 2004, 2003 and 2002, respectively.

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																															Fair Value at
																															December 31,
			2005				2006				2007				2008				2009				Thereafter				Total				2004
Debt
Fixed Rate			$	—			$	156			$	451			$	228			$	4,260			$	8,631			$	13,726			$	12,807
	Average Interest Rate			—				4.75	%			8.25	%			10.93	%			8.85	%			9.32	%			9.12	%
Variable Rate			$	30			$	30			$	280			$	630			$	780			$	4,315			$	6,065			$	6,052
	Average Interest Rate			6.47	%			7.08	%			7.17	%			7.45	%			7.73	%			8.40	%			8.14	%
Interest Rate Instruments
Variable to Fixed Swaps			$	990			$	873			$	775			$	—			$	—			$	—			$	2,638			$	(69	)
	Average Pay Rate			7.94	%			8.23	%			8.04	%			—				—				—				8.07	%
	Average Receive Rate			6.36	%			7.08	%			7.20	%			—				—				—				6.85	%

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

	•	the December 2004 sale by our subsidiaries, CCO Holdings, LLC and CCO Holdings Capital Corp. of $550 million of senior floating rate notes due 2010;
	•	the November 2004 sale of $862.5 million of 5.875% convertible senior notes due 2009 described in this prospectus;
	•	the December 2004 redemption of all of our 5.75% convertible senior notes due 2005 ($588 million principal amount);
	•	the April 2004 sale of $1.5 billion of senior second lien notes by our subsidiary, Charter Operating, together with the concurrent refinancing of its credit facilities; and
	•	the sale in the first half of 2004 of non-core cable systems for $735 million, the proceeds of which were used to reduce indebtedness.

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					Approximate as of
					March 31,				March 31,
					2005(a)				2004(a)
Cable Video Services:
	Analog Video:
		Residential (non-bulk) analog video customers(b)				5,732,600				5,953,200
		Multi-dwelling (bulk) and commercial unit customers(c)				252,200				238,800
			Analog video customers(b)(c)			5,984,800				6,192,000
	Digital Video:
		Digital video customers(d)				2,694,600				2,657,400
	Non-Video Cable Services:
		Residential high-speed data customers(e)				1,978,400				1,653,000
		Telephony customers(f)				55,300				26,300

(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). In addition, at March 31, 2005 and 2004, “customers” include approximately 43,100 and 53,100 persons whose accounts were over 60 days past due in payment, approximately 7,000 and 5,800 persons whose accounts were over 90 days past due in payment, and approximately 3,600 and 2,200 of which were over 120 days past due in payment, respectively.
(b)		“Residential (non-bulk) analog video customers” include all customers who receive video services, except for complimentary accounts (such as our employees).
(c)		Included within “video customers” are those in commercial and multi-dwelling structures, which are calculated on an equivalent bulk unit (“EBU”) basis. EBU is calculated for a system by dividing the bulk price charged to accounts in an area by the most prevalent price charged to non-bulk residential customers in that market for the comparable tier of service. The EBU method of estimating analog video customers is consistent with the methodology used in determining costs paid to programmers and has been consistently applied year over year. As we increase our effective analog prices to residential customers without a corresponding increase in the prices charged to commercial service or multi-dwelling customers, our EBU count will decline even if there is no real loss in commercial service or multi-dwelling customers.
(d)		“Digital video customers” include all households that have one or more digital set-top terminals. Included in “digital video customers” on March 31, 2005 and 2004 are approximately 10,000 and 12,000 customers, respectively, that receive digital video service directly through satellite transmission.
(e)		All of these customers also receive video service and are included in the video statistics above except for approximately 229,400 and 142,700 of these customers at March 31, 2005 and 2004, respectively, who were residential high-speed data only customers.
(f)		“Telephony customers” include all households receiving telephone service.

	Video Services

	•	Basic Analog Video. All of our video customers receive a package of basic programming, which generally consists of local broadcast television, local community programming, including governmental and public access, and limited satellite-delivered or non-broadcast channels, such as weather, shopping and religious services. Our basic channel line-up generally has between 15 and 30 channels.

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	•	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 terminal, an interactive electronic programming guide, an expanded menu of pay-per-view channels and the option to also receive digital packages which range from 4 to 30 additional video channels. We also offer our customers certain digital packages with one or more premium channels 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 data 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 Data Services

	Telephony Services

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	Commercial Services

	Sale of Advertising

		Price Range as of
Service		March 31, 2005
Analog video packages		$	7.00			-		$	54.00
Premium channels		$	10.00			-		$	15.00
Pay-per-view events		$	2.99			-		$	179.00
Digital video packages (including high-speed data service for higher tiers)		$	34.00			-		$	112.00
High-speed data service		$	21.95			-		$	49.99
Video on demand (per selection)		$	0.99			-		$	29.99
High definition television		$	3.99			-		$	6.99
Digital video recorder (“DVR”)		$	6.99			-		$	9.99

				550 Megahertz
Less than				to				750								Two-way				Two-way
550 Megahertz				660 Megahertz				Megahertz				870 Megahertz				Capability				Enabled
	8	%			5%				42%				45%				92%				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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	•	Promote awareness and loyalty among existing customers and attract new customers;
	•	Announce the availability of our advanced services as we roll them out in our systems;
	•	Promote our advanced services (such as DVR, high definition television, telephony, VOD and SVOD) with the goal that our customers will view their cable connection as one-stop shopping for video, voice, high-speed data and interactive services; and
	•	Promote our bundling of digital video and high-speed data services and pricing strategies.

	General

	Costs

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	Direct Broadcast Satellite

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	DSL and Other Broadband Services

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	Broadcast Television

	Traditional Overbuilds

	Telephone Companies and Utilities

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	Private Cable

	Wireless Distribution

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	Securities Class Actions and Derivative Suits

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

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

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

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

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	Government Investigations

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	Indemnification

	Other Litigation

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

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

	Outcome

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

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Executive Officers		Position
Paul G. Allen		Chairman of the Board of Directors
Robert P. May		Interim President and Chief Executive Officer
Wayne H. Davis		Executive Vice President and Chief Technical Officer
Sue Ann Hamilton		Executive Vice President — Programming
Thomas J. Hearity		Senior Vice President, Acting General Counsel and Secretary
Michael J. Lovett		Executive Vice President and Chief Operating Officer
Paul E. Martin		Senior Vice President, Interim Chief Financial Officer, Principal Accounting Officer and Corporate Controller
Lynne F. Ramsey		Senior Vice President — Human Resources

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																			Long-Term
																			Compensation Award
							Annual Compensation
																			Restricted				Securities
			Year												Other Annual				Stock				Underlying				All Other
Name and Principal			Ended												Compensation				Awards				Options				Compensation
Position			Dec. 31				Salary($)				Bonus($)				($)				($)				(#)				($)(1)
Carl E. Vogel(2)				2004				1,038,462				500,000	(8)			—				4,658,000	(18)			580,000				42,426	(24)
	Former President and Chief			2003				1,000,000				150,000	(9)			30,345	(15)			—				750,000				12,639	(24)
	Executive Officer			2002				980,769				330,000	(9)			214,961	(15)			—				1,000,000				10,255	(24)
Margaret A. Bellville(3)				2004				478,366				—				28,309	(16)			612,000	(19)			200,000				204,408	(25)
	Former Executive Vice			2003				581,730				203,125	(9)			30,810	(16)			—				—				109,139	(25)
	President, Chief Operating			2002				9,615				150,000	(9)(10)			—				—				500,000				—
	Officer
Derek Chang(4)				2004				448,077				85,700	(11)			7,255	(17)			395,250	(20)			135,000				5,510
	Former Executive Vice President of			2003				15,385												192,000	(20)			350,000
	Finance and Strategy, Interim co-Chief Financial Officer
Steven A. Schumm(5)				2004				467,308				15,815	(12)			—				862,952	(21)			135,000				12,360
	Former Executive Vice			2003				448,077				45,000				—				—				250,000				9,889
	President and Chief			2002				436,058				588,000	(13)			—				—				300,000				5,255
	Administrative Officer
Curtis S. Shaw(6)				2004				422,115				16,109				—				395,250	(22)			135,000				12,592
	Former Executive Vice President,			2003				275,782				37,500				—				—				250,000				9,411	(26)
	General Counsel and Secretary			2002				249,711				281,500	(14)			—				—				100,000				3,096
Michael J. Lovett(7)				2004				291,346				241,888				—				351,570	(23)			172,000				15,150	(27)
	Executive Vice President,			2003				81,731				60,000				—				—				100,000				2,400	(27)
	Operations and Customer Care

	(1)	Except as noted in notes 24 through 27 below, 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. Vogel resigned from all of his positions with Charter and its subsidiaries on January 17, 2005.
	(3)	Ms. Bellville became the Chief Operating Officer of Charter in December 2002 and terminated her employment, effective September 30, 2004.
	(4)	Mr. Chang was hired as Executive Vice President of Finance and Strategy in December 2003, and was appointed Interim co-Chief Financial Officer in August 2004. Mr. Chang resigned from all positions with Charter and its subsidiaries effective April 15, 2005.

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	(5)	Mr. Schumm’s position with Charter and its subsidiaries was eliminated, resulting in the termination of his employment on January 28, 2005.
	(6)	Mr. Shaw resigned from all positions with Charter and its subsidiaries effective April 15, 2005.
	(7)	Mr. Lovett joined Charter in August 2003 and was promoted to Executive Vice President, Chief Operating Officer in April 2005.
	(8)	Mr. Vogel’s bonus for 2004 was a mid-year discretionary bonus.
	(9)	Mr. Vogel’s and Ms. Bellville’s 2002 and 2003 bonuses were determined in accordance with the terms of their respective employment agreements.

(10)	Includes a one-time signing bonus of $150,000 pursuant to an employment agreement.
(11)	Mr. Chang’s bonus for 2004 represents the 2004 portion of a $150,000 special bonus which was paid in connection with his continued service as Interim co-Chief Financial Officer through April 15, 2005.
(12)	Mr. Schumm’s bonus for 2004 was determined in accordance with his separation agreement.
(13)	Includes a “stay” bonus representing the principal and interest forgiven under employee’s promissory note, amounting to $363,000 for 2002; and $225,000 awarded as a bonus for services performed in 2002.
(14)	Includes a “stay” bonus representing the principal and interest forgiven under employee’s promissory note, amounting to $181,500 for 2002; and $100,000 awarded as a bonus for services performed in 2002.
(15)	Amount attributed to personal use of the corporate airplane in 2003 and $100,000 attributed to personal use and commuting in the corporate airplane in 2002 and $114,961 for purchase of a car in 2002.
(16)	Includes (i) for 2004, reimbursement for taxes (on a “grossed up” basis) paid in respect of prior reimbursements for relocation expenses, and (ii) for 2003, $26,010 attributed to personal use of the corporate airplane and $4,800 for car allowance.
(17)	Includes reimbursement for taxes (on a “grossed up” basis) paid in respect of prior reimbursements for relocation expenses.
(18)	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 the named officer 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, 2004, the value of all of the named officer’s unvested restricted stock holdings (including performance shares) was $2,310,468, based on a per share market value (closing sale price) of $2.24 for our Class A common stock on December 31, 2004. All performance shares were forfeited upon termination of employment. The remainder of the restricted shares will vest in part on the terms described below under “Employment Arrangements.”
(19)	These restricted shares consisted solely of performance shares granted under our Long-Term Incentive Program that were to have vested on the third anniversary of the grant date only if Charter meets certain performance criteria. At December 31, 2004, the value of all of the named officer’s unvested restricted stock holdings (including performance shares) was $0, since all performance shares were previously forfeited upon the termination of employment.
(20)	Restricted shares granted in 2003 vest over four years in equal one-fourth installments. Restricted shares granted in 2004 represent 77,500 performance shares granted 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. At December 31, 2004, the value of all of the named officer’s unvested restricted stock holdings (including performance shares) was $257,600 based on a per share market value (closing sale price) of $2.24 for our Class A common stock on December 31, 2004. All performance shares were forfeited upon termination of employment. The remainder of restricted shares will vest in part on the terms described below under “Employment Arrangements.”

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(21)	Includes 77,500 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 restricted shares issued in exchange for stock options held by the named officer pursuant to the February 2004 option exchange program described below. One half of these restricted shares constitutes 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, 2004, the value of all of the named officer’s unvested restricted stock holdings (including performance shares) was $417,240, based on a per share market value (closing sale price) of $2.24 for our Class A common stock on December 31, 2004. All performance shares were forfeited upon the termination of employment. The remainder of the restricted shares will vest in part on the terms described below under “Employment Arrangements.”
(22)	These restricted shares consist solely of 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, 2004, the value of all of the named officer’s unvested restricted stock holdings (including performance shares) was $173,600 based on a per share market value (closing sale price) of $2.24 for our Class A common stock on December 31, 2004. All performance shares were forfeited upon termination of employment.
(23)	These restricted shares consist solely of 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, 2004, the value of all of the named officer’s unvested restricted stock holdings (including performance shares) was $197,120, based on a per share market value (closing sale price) of $2.24 for our Class A common stock on December 31, 2004.
(24)	In addition to items in note 1 above, includes (i) for 2004, $28,977 attributed to personal use of the corporate airplane, $10,000 as reimbursement for tax advisory services and (ii) for 2003, $10,000 as reimbursement for tax advisory services; and (iii) for 2002, $10,000 as reimbursement for tax advisory services.
(25)	In addition to items in note 1 above, includes (i) for 2004, $183,899 for severance and accrued vacation at termination of employment, $10,299 for COBRA payments following termination, $4,650 for automobile allowance and $2,831 attributed to personal use of the corporate airplane, and (ii) for 2003, $5,000 as reimbursement for tax advisory services, $7,500 for legal services and $93,684 paid in relation to relocation expenses.
(26)	In addition to items in note 1 above, includes for 2003, $2,287 attributed to personal use of the corporate airplane.
(27)	In addition to items in note 1 above, includes, (i) for 2004, $7,200 for automobile allowance, and $597 attributed to personal use of the corporate airplane and (ii) for 2003, $2,400 for automobile allowance.

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																		Potential Realizable
																		Value at Assumed Annual
		Number of				% of Total												Rate of Stock Price
		Securities				Options												Appreciation
		Underlying				Granted to												For Option Term(2)
		Options				Employees				Exercise				Expiration
Name		Granted(#)(1)				in 2004				Price ($/Sh)				Date				5%($)				10%($)
Carl E. Vogel(3)			580,000				6.17	%		$	5.17				1/27/14				1,885,803				4,778,996
Margaret A. Bellville(4)			200,000				2.13	%			5.17				1/27/14				650,277				1,647,930
Derek Chang(5)			135,000				1.44	%			5.17				1/27/14				438,937				1,112,353
Steven A. Schumm(6)			135,000				1.44	%			5.17				1/27/14				438,937				1,112,353
Curtis S. Shaw(7)			135,000				1.44	%			5.17				1/27/14				438,937				1,112,353
Michael J. Lovett			77,000				0.82	%			5.17				1/27/14				251,982				638,573
			12,500				0.13	%			4.555				4/27/14				35,808				90,744
			82,000				0.87	%			2.865				10/26/14				147,746				374,418

(1)	Options are transferable under limited conditions, primarily to accommodate estate planning purposes. These options generally vest in four equal installments commencing on the first anniversary following the grant date.
(2)	This column shows the hypothetical gains on the options granted based on assumed annual compound price appreciation of 5% and 10% over the full ten-year term of the options. The assumed rates of 5% and 10% appreciation are mandated by the SEC and do not represent our estimate or projection of future prices.
(3)	Mr. Vogel’s employment terminated on January 17, 2005. Under the terms of the separation agreement, his options will continue to vest until December 31, 2005, and all vested options are exercisable until sixty (60) days thereafter.
(4)	Ms. Bellville’s employment terminated on September 30, 2004. Under the terms of the separation agreement, her options will continue to vest until December 31, 2005, and all vested options are exercisable until sixty (60) days thereafter.
(5)	Mr. Chang resigned effective April 15, 2005. Mr. Chang’s agreement provided that one half of his unvested restricted shares would immediately vest, and one half of his unvested options of the initial option grant would vest if he elected to terminate his employment due to a change in our Chief Executive Officer.
(6)	Mr. Schumm’s employment terminated on January 28, 2005. Under the terms of the separation agreement, his options will continue to vest until April 28, 2006, and all vested options are exercisable until sixty (60) days thereafter.
(7)	Mr. Shaw resigned, effective April 15, 2005. As of that date, his options are no longer exercisable.

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										Number of Securities
										Underlying Unexercised								Value of Unexercised In-the
										Options at December 31,								Money Options at
		Shares								2004 (#)(1)								December 31, 2004 ($)(2)
		Acquired on				Value
Name		Exercise (#)				Realized ($)				Exercisable				Unexercisable				Exercisable				Unexercisable
Carl E. Vogel(3)			—				—				2,499,999				3,230,001				—				—
Margaret A. Bellville(4)			—				—				385,416				314,584				254,375				75,625
Derek Chang(5)			—				—				87,500				397,500				—				—
Steven A. Schumm(6)			—				—				182,500				502,500				—				—
Curtis S. Shaw(7)			—				—				438,833				420,167				—				—
Michael J. Lovett			—				—				25,000				247,000				—				—

(1)	Options granted prior to 2001 and under the 1999 Charter Communications Option Plan, when vested, are exercisable for membership units of Charter Holdco which are immediately exchanged on a one-for-one basis for shares of our Class A common stock upon exercise of the option. Options granted under the 2001 Stock Incentive Plan and after 2000 are exercisable for shares of our Class A common stock.
(2)	Based on a per share market value (closing price) of $2.24 as of December 31, 2004 for our Class A common stock.
(3)	Mr. Vogel’s employment terminated on January 17, 2005. Under the terms of the separation agreement, his options will continue to vest until December 31, 2005, and all vested options are exercisable until sixty (60) days thereafter.
(4)	Ms. Bellville’s employment terminated on September 30, 2004. Under the terms of the separation agreement, her options will continue to vest until December 31, 2005, and all vested options are exercisable until sixty (60) days thereafter.
(5)	Mr. Chang resigned from all of his positions with Charter effective April 15, 2005. One half of the remainder of his options will vest on the terms described below under “Employment Arrangements.”
(6)	Mr. Schumm’s employment terminated on January 28, 2005. Under the terms of the separation agreement, his options will continue to vest until April 28, 2006, and all vested options are exercisable until sixty (60) days thereafter.
(7)	Mr. Shaw resigned from all of his positions with Charter effective April 15, 2005. As of that date, his options are no longer exercisable.

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	2005 Executive Cash Award Plan

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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 person currently serving as a 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 our outstanding Class A common stock as of May 31, 2005.

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

										Class A
										Shares
						Unvested				Receivable								Class B
						Restricted				on Exercise								Shares
		Number of				Class A				of Vested								Issuable
		Class A Shares				Shares				Options or				Number of				upon								% of
		(Voting and				(Voting				Other				Class B				Exchange or				% of				Voting
		Investment				Power				Convertible				Shares				Conversion of				Equity				Power
Name and Address of Beneficial Owner		Power)(1)				Only)(2)				Securities(3)				Owned				Units(4)				(4)(5)				(5)(6)
Paul G. Allen(7)			29,126,423								10,000				50,000				339,132,031				57.18	%			92.54	%
Charter Investment, Inc.(8)																			222,818,858				42.21	%			*
Vulcan Cable III Inc.(9)																			116,313,173				27.61	%			*
Robert P. May							119,685																*				*
John H. Tory			30,005								40,000												*				*
Marc B. Nathanson			425,705								50,000												*				*
David C. Merritt			25,705																				*				*
Jo Allen Patton			10,977				40,323																*				*
W. Lance Conn							19,231																*				*
Jonathan L. Dolgen							19,685																*				*
Larry W. Wangberg			28,705								40,000												*				*
Michael J. Lovett			7,500								72,500												*				*
All current directors and executive officers as a group (16 persons)			29,666,247				221,901				883,625				50,000				339,132,031				57.35	%			92.56	%
Carl E. Vogel(10)			208,126				226,666				932,500												*				*
Margaret A. Bellville(11)											147,916												*				*
Derek Chang(12)			41,250																				*				*
Curtis S. Shaw(12)			5,000																				*				*
Steven A. Schumm(13)			30,568				36,256				276,250												*				*
Amaranth L.L.C.(14)											21,322,312												6.53	%			*
Scott A. Bommer(15)			18,237,744																				5.98	%			*
Glenview Capital Management, LLC(16)			19,903,500																				6.53	%			*
Glenview Capital GP, LLC(16)			19,903,500																				6.53	%			*
Lawrence M. Robbins(16)			19,903,500																				6.53	%			*
Steelhead Partners, LLC(16)			24,835,077																				8.14	%			*
J-K Navigator Fund, L.P.(17)			18,447,759																				6.05	%			*
James Michael Johnston(17)			24,835,077																				8.14	%			*
Brian Katz Klein(17)			24,835,077																				8.14	%			*

	*	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.

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	(2)	Includes unvested shares of restricted stock issued under the Charter Communications, Inc. 2001 Stock Incentive Plan (including those issued in the February 2004 option exchange for those eligible employees who elected to participate), as to which the applicable director or employee has sole voting power but not investment power. Excludes certain performance units granted under the Charter 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 July 30, 2005 under the 1999 Charter Communications Option Plan and the 2001 Stock Incentive Plan.
	(4)	Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. The beneficial owners at May 31, 2005 of Class B common stock, Charter Holdco membership units and convertible senior notes of Charter are deemed to be beneficial owners of an equal number of shares of Class A common stock because such holdings are either convertible into Class A shares (in the case of Class B shares and convertible senior notes) or exchangeable (directly or indirectly) for Class A shares (in the case of the membership units) on a one-for-one basis. Unless otherwise noted, the named holders have sole investment and voting power with respect to the shares listed as beneficially owned. An issue has arisen as to whether the documentation for the Bresnan transaction was correct and complete with regard to the ultimate ownership of the CC VIII, LLC membership interests following the consummation of the Bresnan put transaction on June 6, 2003. See “Certain Relationships and Related Transactions — Transactions Arising Out of Our Organizational Structure and Mr. Allen’s Investment in Charter Communications, Inc. and Its Subsidiaries — Equity Put Rights — CC VIII.”
	(5)	The calculation of this percentage assumes for each person that:

	•	304,966,995 shares of Class A common stock are issued and outstanding as of May 31, 2005;
	•	50,000 shares of Class B common stock held by Mr. Allen have been converted into shares of Class A common stock;
	•	the acquisition by such person of all shares of Class A common stock that such person or affiliates of such person has the right to acquire upon exchange of membership units in subsidiaries or conversion of Series A Convertible Redeemable Preferred Stock or 5.875% 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 July 30, 2005; and
	•	that none of the other listed persons or entities has received any shares of Class A common stock that are issuable to any of such persons pursuant to the exercise of options or otherwise.

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

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

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	The listed total excludes 24,273,943 shares of Class A common stock issuable upon exchange of units of Charter Holdco, which may be issuable to Charter Investment, Inc. (which is owned by Mr. Allen) as a consequence of the closing of his purchase of the membership interests in CC VIII, LLC that were put to Mr. Allen and were purchased by him on June 6, 2003. An issue has arisen regarding the ultimate ownership of such CC VIII, LLC membership interests following the consummation of such put transaction. See “Certain Relationships and Related Transactions — Transactions Arising Out of Our Organizational Structure and Mr. Allen’s Investment in Charter Communications, Inc. and Its Subsidiaries — Equity Put Rights — CC VIII.”
	The address of this person is: 505 Fifth Avenue South, Suite 900, Seattle, WA 98104.

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

(10)	Mr. Vogel terminated his employment effective on January 17, 2005. His stock options and restricted stock shown in this table continue to vest through December 31, 2005, and his options will be exercisable for another 60 days thereafter.
(11)	Ms. Bellville resigned from Charter effective September 30, 2004. Under the terms of her separation agreement, her options will continue to vest until December 31, 2005, and all vested options are exercisable until sixty (60) days thereafter.
(12)	Mr. Chang and Mr. Shaw resigned effective April 15, 2005.
(13)	Includes 1,000 shares for which Mr. Schumm has shared investment and voting power. Mr. Schumm’s employment was terminated effective January 28, 2005. His stock options and restricted stock shown in this table continue to vest for 65 weeks following his termination, and his options will be exercisable for another 60 days thereafter.
(14)	The equity ownership reported in this table is based upon holder’s Schedule 13G filed with the SEC February 2, 2005. The address of this person is: c/o Amaranth Advisors L.L.C., One American Lane, Greenwich, Connecticut, 06831.
(15)	The equity ownership reported in this table is based upon the holder’s Schedule 13G filed with the SEC March 28, 2005. The address of this person is 712 Fifth Avenue, 42nd Floor, New York, New York, 10019. Mr. Bommer is the managing member of SAB Capital Advisors, L.L.C., which serves as general partner of SAB Capital Partners, L.P. and SAB Capital Partners II, L.P. (which in turn collectively hold 10,124,695 shares of Class A common stock). Mr. Bommer is also the managing member of SAB Capital Management, L.L.C., which serves as general partner of SAB Overseas Capital Management, L.P. (which in turn serves as investment manager to and has investment discretion over the securities held by a holder of 8,113,049 shares of Class A common stock).
(16)	The equity ownership reported in this table is based upon the holder’s Schedule 13G filed with the SEC June 3, 2005. The address of the principal business office of the reporting person is 399 Park Avenue, Floor 39, New York, New York 10022. The shares shown consist of: (A) 1,669,400 shares held for the account of Glenview Capital Partners; (B) 5,991,000 shares held for the account of Glenview Capital Master Fund; and (C) 12,243,100 shares held for the account of Glenview Institutional Partners, Glenview Capital Management serves as investment manager to each of Glenview Capital Partners, Glenview Institutional Partners, and Glenview Capital Master Fund. Glenview Capital GP is the general partner of Glenview Capital Partners and Glenview Institutional Partners. Glenview Capital GP also serves as the sponsor of the Glenview Capital Master Fund. Mr. Robbins is the Chief Executive Officer of Glenview Capital Management and Glenview Capital GP.

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(17)

The equity ownership reported in this table is based upon the holder’s Schedule 13G filed with the SEC May 23, 2005. 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 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.

		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				outstanding options,				under equity
Plan Category		and rights				warrants and rights				compensation plans
Equity compensation plans approved by security holders			24,834,513	(1)		$	6.57				54,701,158
Equity compensation plans not approved by security holders			475,653	(2)		$	10.39				—
TOTAL			25,310,166			$	6.64				54,701,158

(1)	This total does not include 2,076,860 shares issued pursuant to restricted stock grants made under our 2001 Stock Incentive Plan, which were subject to vesting based on continued employment or 6,899,600 performance shares issued under our LTIP plan, which are subject to vesting upon Charter’s achievement of certain performance criteria during a three-year performance cycle ending on December 31, 2007.
(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. In 2003, we agreed to exchange 186,385 of these options for 18,638 shares of Class A common stock, and we anticipate that exchange to be consummated in 2005.

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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., 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 shareholders of Charter and its subsidiaries, other than Mr. Allen, have an interest.

Transaction		Interested Related Party		Description of Transaction
Intercompany Management Arrangements		Paul G. Allen		Subsidiaries of Charter Holdco paid Charter approximately $79 million, $84 million, $90 million and $30 million for management services rendered in 2002, 2003 and 2004 and the three months ended March 31, 2005, respectively.
Mutual Services Agreement		Paul G. Allen		Charter paid Charter Holdco approximately $70 million, $73 million, $74 million and $20 million for services rendered in 2002, 2003 and 2004 and the three months ended March 31, 2005, respectively.
Previous Management Agreement		Paul G. Allen		No fees were paid in 2002, 2003, 2004 or 2005, although total management fees accrued and payable to Charter Investment, Inc., exclusive of interest, were approximately $14 million at December 31, 2002, 2003 and 2004 and March 31, 2005.

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Transaction		Interested Related Party		Description of Transaction
Tax Provisions of Charter Holdco’s Operating Agreement		Paul G. Allen		In 2002, the operating agreement of Charter Holdco allocated certain of our tax losses to entities controlled by Paul Allen.
Channel Access Agreement		Paul G. Allen W. Lance Conn Jo Allen Patton		At Vulcan Ventures’ request, we will provide Vulcan Ventures with exclusive rights for carriage on eight of our digital cable channels as partial consideration for a 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 us (in the case of Rifkin and Falcon), Charter Holdco (in the case of Rifkin) and CC VIII, LLC (in the case of Bresnan) issued to such sellers in connection with such acquisitions.
Previous Funding Commitment of Vulcan Inc.		Paul G. Allen W. Lance Conn Jo Allen Patton		Pursuant to a commitment letter dated April 14, 2003, Vulcan Inc., which is an affiliate of Paul Allen, agreed to lend, under certain circumstances, or cause an affiliate to lend to Charter Holdings or any of its subsidiaries a total amount of up to $300 million, which amount 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.
Mirror Securities				To comply with the organizational documents of Charter and Charter Holdco, Charter Holdco issued certain mirror securities to Charter, redeemed certain other mirror securities, and paid interest and dividends on outstanding mirror notes and preferred units.
High Speed Access Corp. Asset Purchase Agreement		Paul G. Allen W. Lance Conn Jo Allen Patton		In February 2002, our subsidiary purchased certain assets of High Speed Access for $78 million, plus the delivery of 37,000 shares of High Speed Access Series D preferred stock and certain warrants. In connection with the transaction, High Speed Access also purchased 38,000 shares of its Series D preferred stock from Vulcan Ventures for approximately $8 million, and all of Vulcan Ventures’ shares of High Speed Access common stock.

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Transaction		Interested Related Party		Description of Transaction
High Speed Access Corp.		Paul G. Allen		In January 2002, we granted to High Speed Access a royalty free right to use intellectual property purchased by Charter Communications Holding Company, LLC, received approximately $4 million in management fees and approximately $17 million in revenues and paid approximately $2 million under agreements that have terminated.
TechTV Carriage Agreement		Paul G. Allen W. Lance Conn Jo Allen Patton William D. Savoy Larry W. Wangberg		We recorded approximately $4 million, $1 million, $5 million and $0.3 million from TechTV under the affiliation agreement in 2002, 2003, 2004 and the three months ended March 31, 2005, respectively, related to launch incentives as a reduction of programming expense. We paid TechTV approximately $0.2 million, $80,600, $2 million and $0.5 million in 2002, 2003, 2004 and the three months ended March 31, 2005, respectively.
Oxygen Media Corporation Carriage Agreement		Paul G. Allen W. Lance Conn Jo Allen Patton		We paid Oxygen Media approximately $6 million, $9 million, $13 million and $3 million under a carriage agreement in exchange for programming in 2002, 2003, 2004 and the three months ended March 31, 2005, respectively.
				We recorded approximately $2 million, $1 million, $1 million and $0.1 million in 2002, 2003, 2004 and the three months ended March 31, 2005, 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 $6 million, $9 million, $13 million and $1 million as a reduction of programming expense in 2002, 2003, 2004 and the three months ended March 31, 2005, respectively, in recognition of the guaranteed value of the investment.
Portland Trail Blazers Carriage Agreement		Paul G. Allen		We paid approximately $1 million for rights to carry the cable broadcast of certain Trail Blazers basketball games in 2002, approximately $135,200 in 2003, approximately $96,100 in 2004 and approximately $22,300 for the three months ended March 31, 2005.

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Transaction		Interested Related Party		Description of Transaction
Action Sports Cable Network Carriage Agreement		Paul G. Allen		We paid approximately $1 million for rights to carry the programming of Action Sports Cable Network in 2002.
Click2learn, Inc. Software License Agreement		Paul G. Allen W. Lance Conn Jo Allen Patton		We paid approximately $250,000, $57,100, $0 and $0 under the Software License Agreement in 2002, 2003, 2004 and the three months ended March 31, 2005, respectively.
Digeo, Inc. Broadband Carriage Agreement		Paul G. Allen William D. Savoy Carl E. Vogel		We paid Digeo approximately $3 million, $4 million, $3 million and $2 million for customized development of the i-channels and the local content tool kit in 2002, 2003, 2004 and the three months ended March 31, 2005, 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 $474,400 and $920,300 in license and maintenance fees in 2004 and 2005. 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.
Viacom Networks		Jonathan L. Dolgen		We are party to certain affiliation agreements with networks of Viacom, pursuant to which Viacom provides Charter with programming for distribution via our cable systems. For the years ended December 31, 2002, 2003 and 2004 and for the three months ended March 31, 2005, Charter paid Viacom approximately $177 million, $188 million, $194 million and $50 million, respectively, for programming, and Charter recorded as receivables approximately $5 million, $5 million, $8 million and $0 from Viacom for launch incentives and marketing support for the years ended December 31, 2002, 2003 and 2004 and for the three months ended March 31, 2005, respectively.
ADC Telecommunications Inc.		Larry W. Wangberg		We paid $759,600, $60,100, $344,800 and $112,800 to purchase certain access/network equipment in 2002, 2003, 2004 and for the three months ended March 31, 2005, respectively.

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Transaction		Interested Related Party		Description of Transaction
HDNet and HDNet Movies Network		Mark Cuban		Charter Holdco is party to an agreement to carry two around-the-clock, high-definition networks, HDNet and HDNet Movies. We paid HDNet and HDNet Movies approximately $21,900, $609,100 and $447,400 in 2003 and 2004 and for the three months ended March 31, 2005.
Affiliate leases and agreements		David L. McCall Marc B. Nathanson		We paid approximately $117,600, $189,200, $43,400 and $0 in 2002, 2003 and 2004 and for the three months ended March 31, 2005, respectively, under an office lease agreement to a partnership controlled by Mr. McCall, a former executive officer who resigned in January 2003.
				We paid approximately $76,000, $16,600, $0 and $0 in 2002, 2003 and 2004 and for the three months ended March 31, 2005, respectively, to companies controlled by Mr. Nathanson under a warehouse lease agreement.
Construction Services		David L. McCall		In 2002, 2003, 2004 and for the three months ended March 31, 2005, we paid $644,800, $381,300, $0 and $0, respectively, to a construction company controlled by Mr. McCall’s brother and $3 million, $373,800, $0 and $0, respectively, to a construction company controlled by Mr. McCall’s son.
Carriage fees		David C. Merritt		We paid approximately $1 million, $1 million, $1 million and $298,300 in 2002, 2003, 2004 and for the three months ended March 31, 2005 to carry The Outdoor Channel. Mr. Merritt is a director of an affiliate of this channel.
Payment for relatives’ services		Howard L. Wood Carl E. Vogel		In 1999, a daughter of a former director, received a bonus in the form of a three-year promissory note bearing interest at 7% per year. The amount of principal and interest forgiven on this note for the year ended December 31, 2001, was $85,500, and the outstanding balance on the note was forgiven effective as of February 22, 2002. 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 $113,200, $79,700 and $49,700 in 2002, 2003 and 2004, 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 $1 million, $469,300, $0 and $0 in 2002, 2003, 2004 and for the three months ended March 31, 2005, 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 $3 million, $8 million, $3 million and $0 for costs incurred in connection with litigation matters in 2002, 2003 and 2004 and for the three months ended March 31, 2005, respectively.

	Intercompany Management Arrangements

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	Mutual Services Agreement

	Previous Management Agreement with Charter Investment, Inc.

	Charter Communications Holding Company, LLC Limited Liability Agreement — Taxes

	Vulcan Ventures Channel Access Agreement

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	Equity Put Rights

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	Previous Funding Commitment of Vulcan Inc.

	Mirror Securities

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	Allocation of Business Opportunities with Mr. Allen

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	High Speed Access

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	TechTV, Inc.

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	Oxygen Media Corporation

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	Portland Trail Blazers and Action Sports Cable Network

	Click2learn

	Digeo, Inc.

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	Viacom Networks

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	ADC Telecommunications Inc.

	HDNet and HDNet Movies Network

	Affiliate Leases and Agreements

	Carriage Fees

	Payments for Relatives’ Services

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	Radio Advertising

	Purchase of Certain Enstar Limited Partnership Systems; Management Fees

	Indemnification Advances

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

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

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

	General

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	Cash Settlement Option

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	Limitation on Beneficial Ownership

	Interest Make Whole Upon Conversion

	Early Conversion Make Whole Amount

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	1000 - 1.1(CR * OP)

	Redemption Make Whole Amount

	Make Whole Amount and Public Acquirer Change of Control

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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, 2004			37.5				32.2				20.2				4.9				0.0				0.0				0.0				0.0
November 16, 2005			54.7				48.2				33.6				14.6				3.5				0.0				0.0				0.0
November 16, 2006			74.2				66.2				48.5				25.4				12.1				4.1				0.0				0.0
November 16, 2007			95.1				85.5				64.0				36.5				20.9				11.7				6.3				3.0
November 16, 2008			85.6				75.0				52.0				24.5				10.7				3.8				0.8				0.0
November 16, 2009			49.7				31.2				0.0				0.0				0.0				0.0				0.0				0.0

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

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

	Conversion Rate Adjustments

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

CR1  = CR 0  ×		OS1   OS 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
OS 0		=		the number of shares of our Class A common stock outstanding at the close of business on the record date
OS 1		=		the number of shares of our Class A common stock that would be outstanding immediately after such event

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

CR1  = CR 0  ×		OS 0  + X   OS 0  + Y

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

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

CR1  = CR 0  ×		SP 0   SP 0  - FMV

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

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

CR1  = CR 0  ×		FMV 0  + MP 0   MP 0

CR 0		=		the conversion rate in effect at the close of business on the record date
CR1		=		the conversion rate in effect immediately after the record date
FMV 0		=		the average of the sale prices of the capital stock or similar equity interest distributed to holders of our Class A common stock applicable to one share of our Class A common stock over the 10 trading days commencing on and including the fifth trading day after the date on which “ex-distribution trading” commences for such dividend or distribution on the Nasdaq National Market or such other national or regional exchange or market on which the securities are then listed or quoted
MP 0		=		the average of the sale prices of our Class A common stock over the 10 trading days commencing on and including the fifth trading day after the date on which “ex-distribution trading” commences for such dividend or distribution on the Nasdaq National Market or such other national or regional exchange or market on which the securities are then listed or quoted

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

CR1  = CR 0  ×		SP 0   SP 0  - C

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

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

CR1  = CR 0  ×		FMV + (SP1 × OS1)   OS 0 × SP1

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

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

CR1 = 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 adjustment referred to in this clause (6) will only be made if:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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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 the share lending 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 notes have been converted, repaid, redeemed or are otherwise no longer outstanding.

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	•	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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			Actual								Actual
			March 31,								December 31,										Start date for
			2005								2004										cash interest
																			Interest		payment on
			Face				Accreted				Face				Accreted				payment		discount				Maturity
			value				value(a)				value				value(a)				dates		notes				date(b)
Charter Communications, Inc.:
	4.750% convertible senior notes due 2006(c)		$	122			$	122			$	156			$	156			12/1 & 6/1							6/1/06
	5.875% convertible senior notes due 2009(c)			863				835				863				834			5/16 & 11/16							11/16/09
Charter Holdings:
	8.250% senior notes due 2007(d)			167				167				451				451			4/1 & 10/1							4/1/07
	8.625% senior notes due 2009			1,244				1,243				1,244				1,243			4/1 & 10/1							4/1/09
	9.920% senior discount notes due 2011			1,108				1,108				1,108				1,108			4/1 & 10/1			10/1/04				4/1/11
	10.000% senior notes due 2009			640				640				640				640			4/1 & 10/1							4/1/09
	10.250% senior notes due 2010			318				318				318				318			1/15 & 7/15							1/15/10
	11.750% senior discount notes due 2010			450				450				450				448			1/15 & 7/15			7/15/05				1/15/10
	10.750% senior notes due 2009			874				874				874				874			4/1 & 10/1							10/1/09
	11.125% senior notes due 2011			500				500				500				500			1/15 & 7/15							1/15/11
	13.500% senior discount notes due 2011			675				608				675				589			1/15 & 7/15			7/15/06				1/15/11
	9.625% senior notes due 2009			640				638				640				638			5/15 & 11/15							11/15/09
	10.000% senior notes due 2011			710				708				710				708			5/15 & 11/15							5/15/11
	11.750% senior discount notes due 2011			939				825				939				803			5/15 & 11/15			11/15/06				5/15/11
	12.125% senior discount notes due 2012			330				267				330				259			1/15 & 7/15			7/15/07				1/15/12
CCH II:
	10.250% senior notes due 2010			1,601				1,601				1,601				1,601			3/15 & 9/15							9/15/10
CCO Holdings:
	8.750% senior notes due 2013			500				500				500				500			5/15 & 11/15							11/15/13
	Senior floating rate notes due 2010			550				550				550				550			3/15, 6/15, 9/15 & 12/15							12/15/10
Charter Operating:
	8% senior second lien notes due 2012			1,100				1,100				1,100				1,100			4/30 & 10/30							4/30/12
	83/8% senior second lien notes due 2014(d)			671				671				400				400			4/30 & 10/30							4/30/14
Renaissance:
	10.000% senior discount notes due 2008			114				116				114				116			4/15 & 10/15			10/15/03				4/15/08
CC V Holdings:
	11.875% senior discount notes due 2008(e)			—				—				113				113			6/1 & 12/1			6/1/04				12/1/08
Credit Facilities
	Charter Operating			5,088				5,088				5,515				5,515
			$	19,204			$	18,929			$	19,791			$	19,464

(a)		The accreted value presented above represents the face value of the notes less the original issue discount at the time of sale plus the accretion to the balance sheet date.
(b)		In general, the obligors have the right to redeem all of the notes set forth in the above table (except with respect to the 5.875% convertible senior notes due 2009 and the Charter Holdings notes with terms of eight years) in whole or part at their option, beginning at various times prior to their stated maturity dates, subject to certain conditions, upon the payment of the outstanding principal amount (plus a specified redemption premium) and all accrued and unpaid interest. The 5.875% convertible senior notes are redeemable if the closing price of our Class A common stock exceeds the conversion price by certain percentages as described below. For additional information, see Note 9 to our consolidated financial statements included elsewhere in this prospectus.
(c)		The 4.75% convertible senior notes and the 5.875% convertible senior 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. Since March 31,

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		2005, we repurchased, from a small number of institutional holders, a total of $97 million principal amount of the 4.75% convertible senior notes, leaving $25 million principal amount outstanding.
(d)		Since March 31, 2005, Charter Operating, consummated exchange transactions with a small number of institutional holders of Charter Holdings 8.25% senior notes due 2007 pursuant to which Charter Operating issued, in a private placement, approximately $62 million principal amount of its 8.375% senior second lien notes due 2014 in exchange for approximately $62 million of the Charter Holdings 8.25% senior notes due 2007. The Charter Holdings notes received in the exchange were thereafter distributed to Charter Holdings and cancelled.
(e)		On March 14, 2005, CC V Holdings, LLC redeemed all of its outstanding notes, at 103.958% of principal amount, plus accrued and unpaid interest to the date of redemption. We are not required to redeem any of the other notes listed above prior to their stated maturity dates.

	Charter Operating Credit Facilities — General

	•	provide borrowing availability of up to $6.5 billion;
	•	provide for two term facilities:

	(i) a Term A facility with a total principal amount of $2.0 billion, of which 12.5% matures in 2007, 30% matures in 2008, 37.5% matures in 2009 and 20% matures in 2010; and

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	(ii) a Term B facility with a total principal amount of $3.0 billion, which shall be repayable in 27 equal quarterly installments aggregating in each loan year to 1% of the original amount of the Term B facility, with the remaining balance due at final maturity in 2011; and

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

	Charter Operating Credit Facilities — Restrictive Covenants

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

	Charter Communications, Inc. Notes

	Charter 5.875% Convertible Senior Notes due 2009

	Charter 4.75% Convertible Senior Notes due 2006

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	Charter Communications Holdings, LLC Notes

	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 our first indenture, and not allocated for restricted payments or permitted investments, and
	•	other items of indebtedness for specific purposes such as intercompany debt, refinancing of existing debt, and interest rate swaps to provide protection against fluctuation in interest rates.

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

	•	to repurchase management equity interests in amounts not to exceed $10 million per fiscal year,
	•	regardless of the existence of any default, to pay pass-through tax liabilities in respect of ownership of equity interests in Charter Holdings or its restricted subsidiaries, or

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	•	to make other specified restricted payments including merger fees up to 1.25% of the transaction value, repurchases using concurrent new issuances, and certain dividends on existing subsidiary preferred equity interests.

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

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	CCH II, LLC Notes

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

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	•	to repurchase management equity interests in amounts not to exceed $10 million per fiscal year;
	•	regardless of the existence of any default, to pay pass-through tax liabilities in respect of ownership of equity interests in CCH II or its restricted subsidiaries;
	•	regardless of the existence of any default, to pay interest when due on Charter Holdings notes, to pay, so long as there is no default, interest on the convertible senior notes (including the notes) of Charter, to purchase, redeem or refinance, so long as CCH II could incur $1.00 of indebtedness under the 5.5 to 1.0 leverage ratio test referred to above and there is no default, Charter Holdings notes, Charter notes, and other direct or indirect parent company notes (including the CCH II notes);
	•	to make distributions in connection with the private exchanges pursuant to which the CCH II notes were issued; and
	•	other specified restricted payments including merger fees up to 1.25% of the transaction value, repurchases using concurrent new issuances, and certain dividends on existing subsidiary preferred equity interests.

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

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	CCO Holdings, LLC Notes

	83/4% Senior Notes due 2013

	Senior Floating Rate Notes Due 2010

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

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	•	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.

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

	•	to repurchase management equity interests in amounts not to exceed $10 million per fiscal year;
	•	to pay, regardless of the existence of any default, pass-through tax liabilities in respect of ownership of equity interests in Charter Holdings or its restricted subsidiaries;

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	•	to pay, regardless of the existence of any default, interest when due on Charter Holdings notes and our notes;
	•	to pay, so long as there is no default, interest on the Charter convertible notes;
	•	to purchase, redeem or refinance Charter Holdings notes, 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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	Charter Communications Operating, LLC Notes

	•	a senior obligation of such guarantor;
	•	structurally senior to the outstanding senior notes of CCO Holdings and CCO Holdings Capital Corp. (except in the case of CCO Holdings’ note guarantee, which is structurally pari passu with such senior notes), the outstanding senior notes of CCH II and CCH II Capital Corp., the outstanding senior notes and senior discount notes of Charter Holdings, the outstanding convertible senior notes of Charter and any future indebtedness of parent companies of CCO Holdings (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 $6.5 billion of debt under credit facilities (but such incurrence is permitted only by Charter Operating and its restricted subsidiaries that are guarantors of the Charter Operating notes, so long as there are such guarantors), including debt under credit facilities outstanding on the issue date of the Charter Operating notes;
	•	up to $75 million of debt incurred to finance the purchase or capital lease of assets;
	•	up to $300 million of additional debt for any purpose, and
	•	other items of indebtedness for specific purposes such as refinancing of existing debt and interest rate swaps to provide protection against fluctuation in interest rates and, subject to meeting the leverage ratio test, debt existing at the time of acquisition of a restricted subsidiary.

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

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	•	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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	•	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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	Renaissance Media Notes

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

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

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

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

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

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

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

	•	the issuance of any Class B common stock other than to Mr. Allen and his affiliates and other than pursuant to specified stock splits and dividends;

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

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

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

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

	•	20% of the sum of the values, calculated as of November 12, 1999, of the shares of Class B common stock directly or indirectly owned by Mr. Allen and his affiliates and the shares of Class B common stock for which outstanding Charter Communications Holding Company, LLC member-

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

	•	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;

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

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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 Communications Holding Company, LLC and is materially useful in its business as then conducted or proposed to be conducted;
	•	the transfer will not result in a material and adverse limitation or restriction on the operations of Charter Communications Holding Company, LLC and its subsidiaries taken as a whole;
	•	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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	•	339,132,031 shares of Class A common stock will be issuable upon conversion of Class B common stock issuable upon exchange of Charter Communications Holding Company, LLC membership units held by Vulcan Cable III Inc. and Charter Investment, Inc. These membership units are exchangeable for shares of Class B common stock on a one-for-one basis. Shares of Class B common stock are convertible into shares of Class A common stock on a one-for-one basis.
	•	24,273,943 shares of Class A common stock may be issuable upon the exchange of Charter Communications Holding Company, LLC membership units potentially issuable in exchange for CC VIII, LLC membership units held by an affiliate of Mr. Allen. An issue has arisen regarding the ultimate ownership of such CC VIII, LLC membership interests following Mr. Allen’s acquisition of those interests on June 6, 2003. See “Certain Relationships and Related Transactions — Transactions Arising Out of Our Organizational Structure and Mr. Allen’s Investment in Charter Communications, Inc. and Its Subsidiaries — Equity Put Rights — CC VIII.”
	•	50,000 shares of Class A common stock will be issuable upon conversion of outstanding Class B common stock on a one-for-one basis.
	•	Up to 90,000,000 shares of Class A common stock (or units exchangeable for Class A common stock) are authorized for issuance pursuant to Charter’s 2001 Stock Incentive Plan and 1999 Charter Communications Option Plan. At March 31, 2005, 1,309,620 shares had been issued under the plans upon exercise of options, 655,749 shares had been issued upon vesting of restricted stock grants, and 1,162,176 shares are subject to future vesting under restricted stock agreements. Of the remaining 86,872,455 shares covered by the plans, as of March 31, 2005, 29,067,828 were subject to outstanding options (30% of which were vested), and there were 11,627,420 performance units granted under Charter’s long-term incentive program, 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. 46,177,207 shares remained available for future grant under the plans.
	•	356,404,924 shares of Class A common stock are issuable upon conversion of our 5.875% convertible senior notes due 2009.
	•	An aggregate of 6,850,671 shares of Class A common stock would be issuable upon conversion of our 4.75% convertible senior notes due 2006 and our Series A convertible redeemable preferred stock.
	•	As more fully described in “Business — Legal Proceedings”, 13,400,000 shares of Class A common stock issued on July 8, 2005 in settlement of certain legal proceedings.
	•	Up to 150 million shares of Class A common stock to be issued as described in “Registered Borrow Facility.”

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

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

	Interest Accruals on the Notes

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

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	Adjustments to Interest Accruals on the Notes

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

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	Sale, Exchange, Conversion, Redemption or Repurchase of Notes

	Constructive Dividends

	Taxation of Distributions on Common Stock

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	Sale or Other Disposition of Common Stock

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

	Payments on the Notes

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

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	Constructive Dividends

	Common Stock

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

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

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										Shares of Class A
		Convertible Senior Notes								Common Stock
										Shares of
										Class A
						Principal				Common
		Amount of				Amount of				Stock
		Notes Owned				Notes That				Owned				Shares That
Selling Securityholder		Before Offering				May Be Sold				Before Offering				May Be Sold
ADAR Investment Fund LTD		$	22,145,000			$	22,145,000				9,150,825				9,150,825
AG Domestic Convertibles, L.P.		$	11,600,000			$	11,600,000				4,793,387				4,793,387
AG Offshore Convertibles, Ltd.		$	26,900,00			$	26,900,000				11,115,701				11,115,701
AHFP Context		$	300,000			$	300,000				123,966				123,966
Akanthos Arbitrage Master Fund, LP		$	16,000,000			$	16,000,000				6,611,569				6,611,569
Banc of America Securities LLC		$	350,000			$	350,000				144,628				144,628
Basso Fund Ltd.		$	1,700,000			$	1,700,000				702,479				702,479
Basso Holdings Ltd.		$	4,800,000			$	4,800,000				1,983,470				1,983,470
Basso Multi-Strategy Holding Fund Ltd.		$	11,200,000			$	11,200,000				4,628,098				4,628,098
BBT Fund, L.P.		$	3,000,000			$	3,000,000				1,239,669				1,239,669
Bear, Stearns & Co., Inc.		$	1,000,000			$	1,000,000				413,223				413,223
CC Convertible Arbitrage, Ltd.		$	4,950,000			$	4,950,000				2,045,454				2,045,454
Citigroup Global Markets, Inc.(1)		$	23,751,000			$	23,751,000				9,814,461				9,814,461
Citigroup Global Markets Ltd.(1)		$	141,387,000			$	141,387,000				58,424,374				58,424,374
CNH CA Master Account, L.P.		$	1,500,000			$	1,500,000				619,834				619,834
Context Convertible Arbitrage Fund, LP		$	1,725,000			$	1,725,000				712,809				712,809
Context Convertible Arbitrage Offshore, Ltd.		$	5,400,000			$	5,400,000				2,231,404				2,231,404
Corporate High Yield III, Inc.		$	945,000			$	945,000				390,495				390,495
Corporate High Yield V, Inc.		$	1,555,000			$	1,555,000				642,561				642,561
Corporate High Yield VI, Inc.		$	1,625,000			$	1,625,000				671,487				671,487
Corporate High Yield Fund, Inc.		$	875,000			$	875,000				361,570				361,570
DBAG London		$	17,600,000			$	17,600,000				7,272,726				7,272,726
Deephaven Domestic Convertible Trading Ltd.		$	4,650,000			$	4,650,000				1,921,487				1,921,487
Delaware Delchester Fund		$	1,080,000			$	1,080,000				446,280				446,280
Delaware Diversified Income Fund		$	415,000			$	415,000				171,487				171,487
Delaware Dividend Income Fund		$	500,000			$	500,000				206,611				206,611
Delaware High-Yield Opportunities Fund		$	290,000			$	290,000				119,834				119,834
Delaware VIP Diversified Income Series		$	45,000			$	45,000				18,595				18,595
Delaware VIP High Yield Series		$	655,000			$	655,000				270,661				270,661
Deutsche Bank Securities Inc.		$	4,584,000			$	4,584,000				1,894,214				1,894,214
Dividend & Income Fund		$	165,000			$	165,000				68,181				68,181
DKR Saturn Multi-Strategy Holding Fund Ltd.		$	2,000,000			$	2,000,000				826,446				826,446
Edge Investment Master Fund, LTD		$	3,500			$	3,500				1,446				1,446
Eton Park Fund, L.P.		$	1,872,000			$	1,872,000				773,553				773,553
Eton Park Master Fund, Ltd.		$	2,928,000			$	2,928,000				1,209,917				1,209,917
Finch Tactical Plus Class B		$	200,000			$	200,000				82,644				82,644
Fore Convertible Master Fund, Ltd.		$	1,500,000			$	1,500,000				619,834				619,834
Fore ERISA Fund, Ltd.		$	179,000			$	179,000				73,966				73,966
Fore Multi Strategy Master Fund, Ltd.		$	350,000			$	350,000				144,628				144,628
Fore Opportunity Fund, LP		$	69,000			$	69,000				28,512				28,512
Fore Opportunity Offshore Fund, Ltd		$	231,000			$	231,000				95,454				95,454

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										Shares of Class A
		Convertible Senior Notes								Common Stock
										Shares of
										Class A
						Principal				Common
		Amount of				Amount of				Stock
		Notes Owned				Notes That				Owned				Shares That
Selling Securityholder		Before Offering				May Be Sold				Before Offering				May Be Sold
Geode U.S. Convertible Arbitrage Fund, aggregated account of Geode Capital Master Fund Ltd.		$	3,000,000			$	3,000,000				1,239,669				1,239,669
Global Dividend & Income Fund		$	40,000			$	40,000				16,528				10,330
Grace Brothers, Ltd.		$	1,500,000			$	1,500,000				619,834				619,834
Guggenheim Portfolio Company VIII (Cayman), Ltd.		$	1,138,000			$	1,138,000				470,247				470,247
HFR RVA Combined Master Trust		$	125,000			$	125,000				51,652				51,652
Highbridge International LLC		$	36,520,000			$	36,520,000				15,090,907				15,090,907
Kamunting Street Master Fund, LTD		$	22,500,000			$	22,500,000				9,297,519				9,297,519
KBC Financial Products USA Inc.		$	4,885,000			$	4,885,000				2,018,594				2,018,594
KDC Convertible Arbfund L.P.		$	2,000,000			$	2,000,000				826,446				826,446
Laurel Ridge Capital, LP		$	5,000,000			$	5,000,000				2,066,115				2,066,115
LDG Limited		$	322,000			$	322,000				133,057				133,057
Lincoln National Life Insurance Company Separate Account 20		$	590,000			$	590,000				243,801				243,801
Lyxor/ Context Fund Ltd.		$	1,075,000			$	1,075,000				444,214				444,214
Man Convertible Bond Master Fund, Ltd.		$	3,000,000			$	3,000,000				1,239,669				1,239,669
Man Mac I, Limited		$	3,391,000			$	3,391,000				1,401,239				1,401,239
Marathon Global Convertible Master Fund Ltd.		$	1,500,000			$	1,500,000				619,834				619,834
Merced Partners Limited Partnership		$	2,500,000			$	2,500,000				1,033,057				1,033,057
Merrill Lynch Bond High Income Fund		$	9,000,000			$	9,000,000				3,719,007				3,719,007
Merrill Lynch Global Investment Series: Income Strategies Fund		$	5,000,000			$	5,000,000				2,066,115				2,066,115
MLIF US High Yield Fund, Inc.		$	500,000			$	500,000				206,611				206,611
ML Master US High Yield Fund, Inc.		$	2,200,000			$	2,200,000				909,090				909,090
Mohican VCA Master Fund, Ltd.		$	500,000			$	500,000				206,611				206,611
Morgan Stanley Convertible Securities Trust		$	800,000			$	800,000				330,578				330,578
MSS Convertible Arbitrage 1 c/o TQA Investors, LLC		$	31,000			$	31,000				12,809				12,809
National Bank of Canada		$	700,000			$	700,000				289,256				289,256
Oppenheimer Convertible Securities Fund		$	1,000,000			$	1,000,000				413,223				413,223
Optimum Fixed Income Fund		$	65,000			$	65,000				26,859				26,859
President and Fellows of Harvard College		$	350,000			$	350,000				144,628				144,628
Putnam Convertible Income-Growth Trust		$	8,425,000			$	8,425,000				3,481,404				3,481,404
Putnam High Income Bond Fund		$	2,075,000			$	2,075,000				857,437				857,437
Raytheon Savings & Investment Plan Trust		$	150,000			$	150,000				61,983				61,983
Regiment Capital, Ltd.		$	650,000			$	650,000				268,595				268,595
Royal Bank of Canada (Norshield)		$	100,000			$	100,000				41,322				41,322
Royal Bank of Ontario		$	2,000,000			$	2,000,000				826,446				826,446
Saranac Capital Management L.P. on behalf of Citigroup Alternative Investments Diversified Arbitrage Strategies Fund Ltd.		$	357,000			$	357,000				147,520				147,520
Saranac Capital Management L.P. on behalf of Citigroup Alternative Investments Enhanced Arbitrage Strategies Fund		$	65,000			$	65,000				26,859				26,859

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										Shares of Class A
		Convertible Senior Notes								Common Stock
										Shares of
										Class A
						Principal				Common
		Amount of				Amount of				Stock
		Notes Owned				Notes That				Owned				Shares That
Selling Securityholder		Before Offering				May Be Sold				Before Offering				May Be Sold
Saranac Capital Management L.P. on behalf of Citigroup Alternative Investments QIP Multi Strategy Arbitrage Portfolio		$	1,692,000			$	1,692,000				699,173				699,173
Saranac Capital Management L.P. on behalf of Saranac Erisa Arbitrage LTD		$	698,000			$	698,000				288,429				288,429
Saranac Capital Management L.P. on behalf of Saranac Erisa Arbitrage LP		$	48,000			$	48,000				19,834				19,834
Saranac Capital Management L.P. on behalf of Saranac Arbitrage LTD		$	40,000			$	40,000				16,528				16,528
Satellite Asset Management, L.P.		$	12,300,000			$	12,300,000				5,082,644				5,082,644
Sphinx Convertible Arbitrage Fund SPC		$	350,000			$	350,000				144,628				144,628
Sphinx Fund c/o TQA Investors, LLC		$	496,000			$	496,000				204,958				204,958
St. Albans Partners Ltd.		$	1,000,000			$	1,000,000				413,223				413,223
St. Thomas Trading, Ltd.		$	1,000,000			$	1,000,000				413,223				413,223
Sturgeon Limited		$	71,000			$	71,000				29,338				29,338
Susquehanna Capital Group		$	6,980,000			$	6,980,000				2,884,297				2,884,297
SuttonBrook Capital Portfolio LP		$	12,500,000			$	12,500,000				5,165,288				5,165,288
Tamarack International, Ltd.		$	2,500,000			$	2,500,000				1,033,057				1,033,057
Tempo Master Fund, LP		$	2,000,000			$	2,000,000				826,446				826,446
Tenor Opportunity Master Fund Ltd.		$	4,200,000			$	4,200,000				1,735,537				1,735,537
The High-Yield Bond Portfolio		$	5,000			$	5,000				2,066				2,066
TQA Master Fund, Ltd.		$	2,836,000			$	2,836,000				1,171,900				1,171,900
TQA Master Plus Fund, Ltd.		$	4,551,000			$	4,551,000				1,880,578				1,880,578
UBS AG London Branch		$	45,500,000			$	45,500,000				18,801,651				18,801,651
UBS AG London F/ B/ O HFS		$	5,000,000			$	5,000,000				2,066,115				2,066,115
UBS O’Connor LLC F/B/O O’Connor Global Convertible Arbitrage Master Limited		$	6,000,000			$	6,000,000				2,479,338				2,479,338
Univest Convertible Arbitrage Fund II Ltd. (Norshield)		$	100,000			$	100,000				41,322				41,322
Van Kampen Harbor Fund		$	1,200,000			$	1,200,000				495,867				495,867
Whitebox Convertible Arbitrage Partners, L.P.		$	3,000,000			$	3,000,000				1,239,669				1,239,669
Whitebox Hedged High Yield Partners, L.P.		$	1,000,000			$	1,000,000				413,223				413,223
White River Securities LLC		$	1,000,000			$	1,000,000				413,223				413,223
Wolverine Convertible Arbitrage Fund Limited		$	250,000			$	250,000				103,305				103,305
World Income Fund, Inc.		$	800,000			$	800,000				330,578				330,578
Yield Strategies Fund I, L.P.		$	500,000			$	500,000				206,611				206,611
Yield Strategies Fund II, L.P.		$	500,000			$	500,000				206,611				206,611
Zurich Institutional Benchmarks Master Fund Ltd. c/o TQA Investors, LLC		$	696,000			$	696,000				287,603				287,603

(1)	These entities and/or their affiliates have provided, and may from time to time provide, investment banking services to Charter Communications, Inc. and its subsidiaries, including, among other things, acting as lead and/or co-manager with respect to offerings of debt and equity securities.

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

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

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		Page
Condensed Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004			F-2
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2005 and 2004			F-3
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 and 2004			F-4
Notes to Condensed Consolidated Financial Statements			F-5
Report of Independent Registered Public Accounting Firm			F-28
Consolidated Balance Sheets as of December 31, 2004 and 2003			F-29
Consolidated Statements of Operations for the Years Ended December 31, 2004, 2003 and 2002			F-30
Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Years Ended December 31, 2004, 2003 and 2002			F-31
Consolidated Statements of Cash Flows for the Years Ended December 31, 2004, 2003 and 2002			F-32
Notes to Consolidated Financial Statements			F-33

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				March 31,				December 31,
				2005				2004
				(Unaudited)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	32			$	650
	Accounts receivable, less allowance for doubtful accounts of $12 and $15, respectively				139				190
	Prepaid expenses and other current assets				85				82
		Total current assets			256				922
INVESTMENT IN CABLE PROPERTIES:
	Property, plant and equipment, net of accumulated depreciation of $5,689 and $5,311, respectively				6,120				6,289
	Franchises				9,846				9,878
		Total investment in cable properties, net			15,966				16,167
OTHER NONCURRENT ASSETS					572				584
		Total assets		$	16,794			$	17,673
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES:
	Accounts payable and accrued expenses			$	1,256			$	1,217
		Total current liabilities			1,256				1,217
LONG-TERM DEBT					18,929				19,464
DEFERRED MANAGEMENT FEES — RELATED PARTY					14				14
OTHER LONG-TERM LIABILITIES					635				681
MINORITY INTEREST					656				648
PREFERRED STOCK — REDEEMABLE; $.001 par value; 1 million shares authorized; 545,259 shares issued and outstanding					55				55
SHAREHOLDERS’ DEFICIT:
	Class A Common stock; $.001 par value; 1.75 billion shares authorized; 304,763,192 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					4,798				4,794
Accumulated deficit					(9,549	)			(9,196	)
Accumulated other comprehensive loss					—				(4	)
		Total shareholders’ deficit			(4,751	)			(4,406	)
		Total liabilities and shareholders’ deficit		$	16,794			$	17,673

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					Three Months Ended March 31,
					2005				2004
REVENUES					$	1,271			$	1,214
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)					559				512
	Selling, general and administrative					237				239
	Depreciation and amortization					381				370
	Asset impairment charges					31				—
	(Gain) loss on sale of fixed assets, net					4				(106	)
	Option compensation expense, net					4				14
	Special charges, net					4				10
						1,220				1,039
			Income from operations			51				175
OTHER INCOME AND EXPENSES:
	Interest expense, net					(420	)			(393	)
	Gain (loss) on derivative instruments and hedging activities, net					27				(7	)
	Loss on debt to equity conversions					—				(8	)
	Gain on extinguishment of debt					7				—
	Other, net					1				(2	)
						(385	)			(410	)
	Loss before minority interest and income taxes					(334	)			(235	)
MINORITY INTEREST						(3	)			(4	)
	Loss before income taxes					(337	)			(239	)
INCOME TAX EXPENSE						(15	)			(54	)
		Net loss				(352	)			(293	)
Dividends on preferred stock — redeemable						(1	)			(1	)
		Net loss applicable to common stock			$	(353	)		$	(294	)
LOSS PER COMMON SHARE, basic and diluted					$	(1.16	)		$	(1.00	)
Weighted average common shares outstanding, basic and diluted						303,308,880				295,106,077

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					Three Months
					Ended March 31,
					2005				2004
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$	(352	)		$	(293	)
	Adjustments to reconcile net loss to net cash flows from operating activities:
		Minority interest				3				4
		Depreciation and amortization				381				370
		Asset impairment charges				31				—
		Option compensation expense, net				4				10
		Noncash interest expense				49				93
		(Gain) loss on derivative instruments and hedging activities, net				(27	)			7
		(Gain) loss on sale of assets, net				4				(106	)
		Loss on debt to equity conversions				—				8
		Gain on extinguishment of debt				(11	)			—
		Deferred income taxes				13				53
		Other, net				(1	)			2
	Changes in operating assets and liabilities, net of effects from dispositions:
		Accounts receivable				45				22
		Prepaid expenses and other assets				(4	)			(7	)
		Accounts payable, accrued expenses and other				18				(48	)
			Net cash flows from operating activities			153				115
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property, plant and equipment					(211	)			(190	)
	Change in accrued expenses related to capital expenditures					14				(6	)
	Proceeds from sale of assets					6				725
	Purchases of investments					(2	)			(3	)
			Net cash flows from investing activities			(193	)			526
CASH FLOWS FROM FINANCING ACTIVITIES:
	Borrowings of long-term debt					200				165
	Repayments of long-term debt					(775	)			(779	)
	Payments for debt issuance costs					(3	)			(1	)
			Net cash flows from financing activities			(578	)			(615	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						(618	)			26
CASH AND CASH EQUIVALENTS, beginning of period						650				127
CASH AND CASH EQUIVALENTS, end of period					$	32			$	153
CASH PAID FOR INTEREST					$	249			$	229
NONCASH TRANSACTIONS:
	Issuance of debt by Charter Communications Operating, LLC				$	271			$	—
	Retirement of Charter Communications Holdings, LLC debt				$	(284	)		$	—
	Debt exchanged for Charter Class A common stock				$	—			$	10

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1.	Organization and Basis of Presentation

	Reclassifications

2.	Liquidity and Capital Resources

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	Credit Facilities and Covenants

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	Specific Limitations

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3.	Sale of Assets

4.	Franchises and Goodwill

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			March 31, 2005												December 31, 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		$	9,814			$	—			$	9,814			$	9,845			$	—			$	9,845
	Goodwill			52				—				52				52				—				52
			$	9,866			$	—			$	9,866			$	9,897			$	—			$	9,897
Finite-lived intangible assets:
	Franchises with finite lives		$	37			$	5			$	32			$	37			$	4			$	33

5.	Accounts Payable and Accrued Expenses

			March 31,				December 31,
			2005				2004
Accounts payable — trade			$	74			$	148
Accrued capital expenditures				80				65
Accrued expenses:
	Interest			450				324
	Programming costs			284				278
	Franchise-related fees			42				67
	State sales tax			43				47
	Other			283				288
			$	1,256			$	1,217

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6.	Long-Term Debt

			March 31, 2005								December 31, 2004
			Face				Accreted				Face				Accreted
			Value				Value				Value				Value
Long-Term Debt
Charter Communications, Inc.:
	4.75% convertible senior notes due 2006		$	122			$	122			$	156			$	156
	5.875% convertible senior notes due 2009			863				835				863				834
Charter Holdings:
	8.250% senior notes due 2007			167				167				451				451
	8.625% senior notes due 2009			1,244				1,243				1,244				1,243
	9.920% senior discount notes due 2011			1,108				1,108				1,108				1,108
	10.000% senior notes due 2009			640				640				640				640
	10.250% senior notes due 2010			318				318				318				318
	11.750% senior discount notes due 2010			450				450				450				448
	10.750% senior notes due 2009			874				874				874				874
	11.125% senior notes due 2011			500				500				500				500
	13.500% senior discount notes due 2011			675				608				675				589
	9.625% senior notes due 2009			640				638				640				638
	10.000% senior notes due 2011			710				708				710				708
	11.750% senior discount notes due 2011			939				825				939				803
	12.125% senior discount notes due 2012			330				267				330				259
CCH II, LLC:
	10.250% senior notes due 2010			1,601				1,601				1,601				1,601
CCO Holdings, LLC:
	83/4% senior notes due 2013			500				500				500				500
	Senior floating rate 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			671				671				400				400
Renaissance Media Group LLC:
	10.000% senior discount notes due 2008			114				116				114				116
CC V Holdings:
	11.875% senior discount notes due 2008			—				—				113				113
Credit Facilities
Charter Operating				5,088				5,088				5,515				5,515
			$	19,204			$	18,929			$	19,791			$	19,464

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	Gain on Extinguishment of Debt

	Loss on Debt to Equity Conversions

7.	Minority Interest and Equity Interest of Charter Holdco

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			Minority
			Interest
Balance, December 31, 2004			$	648
	CC VIII 2% Priority Return (see Note 17)			3
	Changes in fair value of interest rate agreements			5
Balance, March 31, 2005			$	656

8.	Comprehensive Loss

9.	Accounting for Derivative Instruments and Hedging Activities

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10.	Revenues

		Three Months
		Ended March 31,
		2005				2004
Video		$	842			$	849
High-speed data			215				168
Advertising sales			64				59
Commercial			65				56
Other			85				82
		$	1,271			$	1,214

11.	Operating Expenses

		Three Months
		Ended March 31,
		2005				2004
Programming		$	358			$	334
Advertising sales			25				23
Service			176				155
		$	559			$	512

12.	Selling, General and Administrative Expenses

		Three Months
		Ended March 31,
		2005				2004
General and administrative		$	202			$	208
Marketing			35				31
		$	237			$	239

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13.	Special Charges

		Three Months
		Ended March 31,
		2005				2004
Balance at January 1,		$	6			$	14
Special Charges			4				1
Payments			(4	)			(8	)
Balance at March 31,		$	6			$	7

14.	Income Taxes

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15.	Contingencies

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16.	Stock Compensation Plans

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			Three Months
			Ended March 31,
			2005				2004
Net loss applicable to common stock			$	(353	)		$	(294	)
Add back stock-based compensation expense related to stock options included in reported net loss				4				14
Less employee stock-based compensation expense determined under fair value based method for all employee stock option awards				(4	)			(12	)
Effects of unvested options in stock option exchange				—				48
	Pro forma		$	(353	)		$	(244	)
Loss per common shares, basic and diluted As reported			$	(1.16	)		$	(1.00	)
Add back stock-based compensation expense related to stock options included in reported net loss				0.01				0.05
Less employee stock-based compensation expense determined under fair value based method for all employee stock option awards				(0.01	)			(0.04	)
Effects of unvested options in stock option exchange				—				0.16
	Pro forma		$	(1.16	)		$	(0.83	)

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17.	Related Party Transactions

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F-24

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F-25

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F-26

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F-27

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	/s/ KPMG LLP

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						December 31,
						2004				2003
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents					$	650			$	127
	Accounts receivable, less allowance for doubtful accounts of $15 and $17, respectively						190				189
	Prepaid expenses and other current assets						82				34
			Total current assets				922				350
INVESTMENT IN CABLE PROPERTIES:
	Property, plant and equipment, net of accumulated depreciation of $5,311 and $3,950, respectively						6,289				7,014
	Franchises						9,878				13,680
				Total investment in cable properties, net			16,167				20,694
OTHER NONCURRENT ASSETS							584				320
				Total assets		$	17,673			$	21,364
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES:
	Accounts payable and accrued expenses					$	1,217			$	1,286
				Total current liabilities			1,217				1,286
LONG-TERM DEBT							19,464				18,647
DEFERRED MANAGEMENT FEES — RELATED PARTY							14				14
OTHER LONG-TERM LIABILITIES							681				848
MINORITY INTEREST							648				689
PREFERRED STOCK — REDEEMABLE; $.001 par value; 1 million shares authorized; 545,259 shares issued and outstanding							55				55
SHAREHOLDERS’ DEFICIT:
	Class A Common stock; $.001 par value; 1.75 billion shares authorized; 305,203,770 and 295,038,606 shares issued and outstanding, respectively						—				—
	Class B Common stock; $.001 par value; 750 million shares authorized; 50,000 shares issued and outstanding						—				—
Preferred stock; $.001 par value; 250 million shares authorized; no non-redeemable shares issued and outstanding							—				—
Additional paid-in capital							4,794				4,700
Accumulated deficit							(9,196	)			(4,851	)
Accumulated other comprehensive loss							(4	)			(24	)
		Total shareholders’ deficit					(4,406	)			(175	)
		Total liabilities and shareholders’ deficit				$	17,673			$	21,364

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				Year Ended December 31,
				2004				2003				2002
REVENUES				$	4,977			$	4,819			$	4,566
COSTS AND EXPENSES:
	Operating (excluding depreciation and amortization)				2,080				1,952				1,807
	Selling, general and administrative				971				940				963
	Depreciation and amortization				1,495				1,453				1,436
	Impairment of franchises				2,433				—				4,638
	(Gain) loss on sale of fixed assets				(86	)			5				3
	Option compensation expense, net				31				4				5
	Special charges, net				104				21				36
	Unfavorable contracts and other settlements				(5	)			(72	)			—
					7,023				4,303				8,888
		Income (loss) from operations			(2,046	)			516				(4,322	)
OTHER INCOME AND EXPENSES:
	Interest expense, net				(1,670	)			(1,557	)			(1,503	)
	Gain (loss) on derivative instruments and hedging activities, net				69				65				(115	)
	Loss on debt to equity conversions				(23	)			—				—
	Gain (loss) on extinguishment of debt				(31	)			267				—
	Other, net				3				(16	)			(4	)
					(1,652	)			(1,241	)			(1,622	)
		Loss before minority interest, income taxes and cumulative effect of accounting change			(3,698	)			(725	)			(5,944	)
MINORITY INTEREST					19				377				3,176
		Loss before income taxes and cumulative effect of accounting change			(3,679	)			(348	)			(2,768	)
INCOME TAX BENEFIT					103				110				460
		Loss before cumulative effect of accounting change			(3,576	)			(238	)			(2,308	)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX					(765	)			—				(206	)
		Net loss			(4,341	)			(238	)			(2,514	)
		Dividends on preferred stock — redeemable			(4	)			(4	)			(3	)
		Net loss applicable to common stock		$	(4,345	)		$	(242	)		$	(2,517	)
LOSS PER COMMON SHARE, basic and diluted				$	(14.47	)		$	(0.82	)		$	(8.55	)
Weighted average common shares outstanding, basic and diluted					300,291,877				294,597,519				294,440,261

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																			Accumulated				Total
			Class A				Class B				Additional								Other				Shareholders’
			Common				Common				Paid-In				Accumulated				Comprehensive				Equity
			Stock				Stock				Capital				Deficit				Income (Loss)				(Deficit)
BALANCE, December 31, 2001			$	—			$	—			$	4,694			$	(2,092	)		$	(17	)		$	2,585
	Issuance of common stock related to acquisitions			—				—				2				—				—				2
	Changes in fair value of interest rate agreements			—				—				—				—				(30	)			(30	)
	Option compensation expense, net			—				—				2				—				—				2
	Loss on issuance of equity by subsidiary			—				—				(1	)			—				—				(1	)
	Dividends on preferred stock — redeemable			—				—				—				(3	)			—				(3	)
	Net loss			—				—				—				(2,514	)			—				(2,514	)
BALANCE, December 31, 2002				—				—				4,697				(4,609	)			(47	)			41
	Changes in fair value of interest rate agreements			—				—				—				—				23				23
	Option compensation expense, net			—				—				2				—				—				2
	Issuance of common stock related to acquisitions			—				—				2				—				—				2
	Loss on issuance of equity by subsidiary			—				—				(1	)			—				—				(1	)
	Dividends on preferred stock — redeemable			—				—				—				(4	)			—				(4	)
	Net loss			—				—				—				(238	)			—				(238	)
BALANCE, December 31, 2003				—				—				4,700				(4,851	)			(24	)			(175	)
	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	)

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					Year Ended December 31,
					2004				2003				2002
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$	(4,341	)		$	(238	)		$	(2,514	)
	Adjustments to reconcile net loss to net cash flows from operating activities:
		Minority interest				(19	)			(377	)			(3,176	)
		Depreciation and amortization				1,495				1,453				1,436
		Impairment of franchises				2,433				—				4,638
		Option compensation expense, net				27				4				5
		Special charges, net				85				—				—
		Noncash interest expense				324				414				395
		Gain on derivative instruments and hedging activities, net				(69	)			(65	)			115
		(Gain) loss on sale of assets				(86	)			5				3
		Loss on debt to equity conversions				23				—				3
		(Gain) loss on extinguishment of debt				20				(267	)			—
		Deferred income taxes				(109	)			(110	)			(460	)
		Cumulative effect of accounting change, net				765				—				206
		Unfavorable contracts and other settlements				(5	)			(72	)			—
		Other, net				(3	)			3				—
	Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
		Accounts receivable				(7	)			70				27
		Prepaid expenses and other assets				(2	)			5				26
		Accounts payable, accrued expenses and other				(59	)			(69	)			47
Receivables from and payables to related party, including deferred management fees						—				9				(3	)
			Net cash flows from operating activities			472				765				748
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property, plant and equipment					(924	)			(854	)			(2,167	)
	Change in accrued expenses related to capital expenditures					(43	)			(33	)			(55	)
	Proceeds from sale of systems					744				91				—
	Payments for acquisitions, net of cash acquired					—				—				(139	)
	Purchases of investments					(17	)			(11	)			(12	)
	Other, net					(3	)			(10	)			10
			Net cash flows from investing activities			(243	)			(817	)			(2,363	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from issuance of common stock					—				—				2
	Borrowings of long-term debt					3,148				738				4,106
	Repayments of long-term debt					(5,448	)			(1,368	)			(2,134	)
	Proceeds from issuance of long-term debt					2,882				529				—
	Payments for debt issuance costs					(145	)			(41	)			(40	)
	Purchase of pledge securities					(143	)			—				—
			Net cash flows from financing activities			294				(142	)			1,934
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						523				(194	)			319
CASH AND CASH EQUIVALENTS, beginning of period						127				321				2
CASH AND CASH EQUIVALENTS, end of period					$	650			$	127			$	321
CASH PAID FOR INTEREST					$	1,302			$	1,111			$	1,103
NONCASH TRANSACTIONS:
	Debt exchanged for Charter Class A common stock				$	30			$	—			$	—
	Issuance of debt by CCH II, LLC					—				1,572				—
	Retirement of debt					—				1,866				—
	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-33

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	Credit Facilities and Covenants

F-34

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	Specific Limitations

	Sale of Assets

3.	Summary of Significant Accounting Policies

	Cash Equivalents

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	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 and fixtures			5 years

	Franchises

	Other Noncurrent Assets

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		Carrying								Gain (loss) for the
		Value at								Years Ended
		December 31,								December 31,
		2004				2003				2004				2003				2002
Equity investments, under the cost method		$	39			$	30			$	(3	)		$	(2	)		$	—
Equity investments, under the equity method			25				11				7				(1	)			(5	)
Marketable securities, at market value			—				—				—				—				2
		$	64			$	41			$	4			$	(3	)		$	(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,
			2004				2003				2002
Net loss applicable to common stock			$	(4,345	)		$	(242	)		$	(2,517	)
Add back stock-based compensation expense related to stock options included in reported net loss (net of minority interest)				31				2				2
Less employee stock-based compensation expense determined under fair value based method for all employee stock option awards (net of minority interest)				(33	)			(14	)			(56	)
Effects of unvested options in stock option exchange (see Note 19)				48				—				—
	Pro forma		$	(4,299	)		$	(254	)		$	(2,571	)
Loss per common shares, basic and diluted:
	As reported		$	(14.47	)		$	(0.82	)		$	(8.55	)
	Pro forma		$	(14.32	)		$	(0.86	)		$	(8.73	)

	Unfavorable Contracts and Other Settlements

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	Income Taxes

	Minority Interest

	Loss per Common Share

	Segments

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4.	Acquisitions

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5.	Allowance for Doubtful Accounts

		Year Ended December 31,
		2004				2003				2002
Balance, beginning of year		$	17			$	19			$	33
Charged to expense			92				79				108
Uncollected balances written off, net of recoveries			(94	)			(81	)			(122	)
Balance, end of year		$	15			$	17			$	19

6.	Property, Plant and Equipment

		2004				2003
Cable distribution systems		$	6,596			$	6,347
Customer equipment and installations			3,500				3,160
Vehicles and equipment			433				430
Buildings and leasehold improvements			578				583
Furniture and fixtures			493				444
			11,600				10,964
Less: accumulated depreciation			(5,311	)			(3,950	)
		$	6,289			$	7,014

7.	Franchises and Goodwill

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			December 31,
			2004												2003
			Gross								Net				Gross								Net
			Carrying				Accumulated				Carrying				Carrying				Accumulated				Carrying
			Amount				Amortization				Amount				Amount				Amortization				Amount
Indefinite-lived intangible assets:
	Franchises with indefinite lives		$	9,845			$	—			$	9,845			$	13,606			$	—			$	13,606
	Goodwill			52				—				52				52				—				52
			$	9,897			$	—			$	9,897			$	13,658			$	—			$	13,658
Finite-lived intangible assets:
	Franchises with finite lives		$	37			$	4			$	33			$	107			$	33			$	74

8.	Accounts Payable and Accrued Expenses

			2004				2003
Accounts payable — trade			$	148			$	163
Accrued capital expenditures				65				108
Accrued expenses:
	Interest			324				277
	Programming costs			278				319
	Franchise related fees			67				70
	State sales tax			47				61
	Other			288				288
			$	1,217			$	1,286

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9.	Long-Term Debt

				2004								2003
				Face				Accreted				Face				Accreted
				Value				Value				Value				Value
Long-Term Debt
Charter Communications, Inc.:
		5.75% convertible senior notes due 2005		$	—			$	—			$	618			$	618
		4.750% convertible senior notes due 2006			156				156				156				156
		5.875% convertible senior notes due 2009			863				834				—				—
Charter Holdings:
		8.250% senior notes due 2007			451				451				451				450
		8.625% senior notes due 2009			1,244				1,243				1,244				1,242
		9.920% senior discount notes due 2011			1,108				1,108				1,108				1,082
		10.000% senior notes due 2009			640				640				640				640
		10.250% senior notes due 2010			318				318				318				318
		11.750% senior discount notes due 2010			450				448				450				400
		10.750% senior notes due 2009			874				874				874				873
		11.125% senior notes due 2011			500				500				500				500
		13.500% senior discount notes due 2011			675				589				675				517
		9.625% senior notes due 2009			640				638				640				638
		10.000% senior notes due 2011			710				708				710				708
		11.750% senior discount notes due 2011			939				803				939				717
		12.125% senior discount notes due 2012			330				259				330				231
CCH II, LLC:
	10.250% senior notes due 2010				1,601				1,601				1,601				1,601
CCO Holdings, LLC:
	83/4% senior notes due 2013				500				500				500				500
	Senior floating notes due 2010				550				550				—				—
Charter Operating:
	8% senior second-lien notes due 2012				1,100				1,100				—				—
	83/8% senior second-lien notes due 2014				400				400				—				—
Renaissance Media Group LLC:
	10.000% senior discount notes due 2008				114				116				114				116
CC V Holdings, LLC:
	11.875% senior discount notes due 2008				113				113				113				113
Credit Facilities
Charter Operating					5,515				5,515				4,459				4,459
CC VI Operating					—				—				868				868
Falcon Cable					—				—				856				856
CC VIII Operating					—				—				1,044				1,044
				$	19,791			$	19,464			$	19,208			$	18,647

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

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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.

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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 the Company’s 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,

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	•	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.

Year		Amount
2005		$	30
2006			186
2007			731
2008			858
2009			5,040
Thereafter			12,946
		$	19,791

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10.	Minority Interest and Equity Interest of Charter Holdco

			Minority
			Interest
Balance, December 31, 2001			$	4,434
	Minority interest in loss of a subsidiary			(3,176	)
	Minority interest in change in accounting principle			(306	)
	Minority interest in income tax benefit			132
	Changes in fair value of interest rate agreements			(35	)
	Other			1
Balance, December 31, 2002				1,050
	Minority interest in loss of a subsidiary			(377	)
	Minority interest in income tax benefit			(8	)
	Changes in fair value of interest rate agreements			25
	Other			(1	)

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			Minority
			Interest
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

11.	Preferred Stock — Redeemable

12.	Common Stock

13.	Comprehensive Loss

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14.	Accounting for Derivative Instruments and Hedging Activities

15.	Fair Value of Financial Instruments

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		2004								2003
		Carrying				Fair				Carrying				Fair
		Value				Value				Value				Value
Debt
Charter convertible notes		$	990			$	1,127			$	774			$	732
Charter Holdings debt			8,579				7,669				8,316				7,431
CCH II debt			1,601				1,698				1,601				1,680
CCO Holdings debt			1,050				1,064				500				510
Charter Operating debt			1,500				1,563				—				—
Credit facilities			5,515				5,502				7,227				6,949
Other			229				236				229				238
Interest Rate Agreements
Assets (Liabilities)
Swaps			(69	)			(69	)			(171	)			(171	)
Collars			(1	)			(1	)			(8	)			(8	)

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16.	Revenues

		Year Ended December 31,
		2004				2003				2002
Video		$	3,373			$	3,461			$	3,420
High-speed data			741				556				337
Advertising sales			289				263				302
Commercial			238				204				161
Other			336				335				346
		$	4,977			$	4,819			$	4,566

17.	Operating Expenses

		Year Ended December 31,
		2004				2003				2002
Programming		$	1,319			$	1,249			$	1,166
Advertising sales			98				88				87
Service			663				615				554
		$	2,080			$	1,952			$	1,807

		Year Ended December 31,
		2004				2003				2002
General and administrative		$	849			$	833			$	810
Marketing			122				107				153
		$	971			$	940			$	963

19.	Stock Compensation Plans

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		2004								2003								2002
						Weighted								Weighted								Weighted
						Average								Average								Average
						Exercise								Exercise								Exercise
		Shares				Price				Shares				Price				Shares				Price
Options outstanding, beginning of period			47,882			$	12.48				53,632			$	14.22				46,558			$	17.10
Granted			9,405				4.88				7,983				3.53				13,122				4.88
Exercised			(839	)			2.02				(165	)			3.96				—				—
Cancelled			(31,613	)			15.16				(13,568	)			14.10				(6,048	)			16.32
Options outstanding, end of period			24,835			$	6.57				47,882			$	12.48				53,632			$	14.22
Weighted average remaining contractual life			8 years								8 years								8  years
Options exercisable, end of period			7,731			$	10.77				22,861			$	16.36				17,844			$	17.93
Weighted average fair value of options granted		$	3.71							$	2.71							$	2.89

		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			3,144				8 years			$	1.52				782				8 years			$	1.45
$ 2.85 - $4.56			7,408				8 years				3.45				2,080				8 years				3.28
$ 5.06 - $5.17			8,857				9 years				5.14				533				9 years				5.06
$ 9.13 - $13.68			2,264				7 years				11.08				1,481				7 years				11.28
$13.96 - $23.09			3,162				5 years				19.63				2,855				5 years				19.59

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20.	Special Charges

															Total
			Severance												Special
			/Leases				Litigation				Other				Charge
Special Charges			$	31			$	—			$	5			$	36
	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

21.	Income Taxes

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			December 31,
			2004				2003				2002
Current expense:
	Federal income taxes		$	2			$	1			$	—
	State income taxes			4				1				2
Current income tax expense				6				2				2
Deferred benefit:
	Federal income taxes			(175	)			(98	)			(456	)
	State income taxes			(25	)			(14	)			(66	)
Deferred income tax benefit:				(200	)			(112	)			(522	)
Total income benefit			$	(194	)		$	(110	)		$	(520	)

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		December 31,
		2004				2003				2002
Statutory federal income taxes		$	(1,288	)		$	(122	)		$	(969	)
State income taxes, net of federal benefit			(184	)			(17	)			(138	)
Valuation allowance provided			1,278				29				587
			(194	)			(110	)			(520	)
Less: cumulative effect of accounting change			91				—				60
Income tax benefit		$	(103	)		$	(110	)		$	(460	)

				December 31,
				2004				2003
Deferred tax assets:
	Net operating loss carryforward			$	3,533			$	1,723
	Other				8				6
Total gross deferred tax assets					3,541				1,729
Less: valuation allowance					(3,151	)			(1,291	)
Net deferred tax assets				$	390			$	438
Deferred tax liabilities:
	Investment in Charter Holdco			$	(365	)		$	(553	)
	Indirect Corporate Subsidiaries:
		Property, plant & equipment			(40	)			(42	)
		Franchises			(201	)			(260	)
Gross deferred tax liabilities					(606	)			(855	)
Net deferred tax liabilities				$	(216	)		$	(417	)

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22.	Related Party Transactions

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23.	Commitments and Contingencies

	Commitments

			Total				2005				2006				2007				2008				2009				Thereafter
Contractual Obligations
Operating and Capital Lease Obligations(1)			$	88			$	23			$	17			$	13			$	10			$	7			$	18
Programming Minimum Commitments(2)				1,579				318				344				375				308				234				—
Other(3)				272				62				50				47				25				21				67
	Total		$	1,939			$	403			$	411			$	435			$	343			$	262			$	85

(1)	The Company leases certain facilities and equipment under noncancellable operating leases. Leases and rental costs charged to expense for the years ended December 31, 2004, 2003 and 2002, were $23 million, $30 million and $31 million, respectively.
(2)	The Company pays programming fees under multi-year contracts ranging from three to six years typically based on a flat fee per customer, which may be fixed for the term or may in some cases, escalate over the term. Programming costs included in the accompanying statement of operations were $1.3 billion, $1.2 billion and $1.2 billion for the years ended December 31, 2004, 2003 and 2002, 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, 2004, 2003 and 2002, was $43 million, $40 million and $41 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 $164 million, $162 million and $160 million for the years ended December 31, 2004, 2003 and 2002, respectively.
	•	The Company also has $166 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

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	Regulation in the Cable Industry

24.	Employee Benefit Plan

25.	Recently Issued Accounting Standards

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26.	Parent Company Only Financial Statements

		December 31,
		2004				2003
ASSETS
Cash and cash equivalents		$	—			$	1
Receivable from related party			20				9
Investment in Charter Holdco			—				—
Notes receivable from Charter Holdco			1,073				828
		$	1,093			$	838
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities		$	20			$	10
Convertible notes			990				774
Deferred income taxes			6				149
Losses in excess of investment			4,406				25
Other long term liabilities			22				—
Preferred stock — redeemable			55				55
Shareholders’ deficit			(4,406	)			(175	)
Total liabilities and shareholders’ deficit		$	1,093			$	838

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			Year Ended December 31,
			2004				2003				2002
REVENUES
Interest income			$	52			$	69			$	76
Management fees				15				11				9
	Total revenues			67				80				85
EXPENSES
Equity in losses of Charter Holdco				(4,488	)			(359	)			(2,922	)
General and administrative expenses				(14	)			(11	)			(9	)
Interest expense				(49	)			(65	)			(73	)
	Total expenses			(4,551	)			(435	)			(3,004	)
Net loss before income taxes				(4,484	)			(355	)			(2,919	)
Income taxes				143				117				405
Net loss				(4,341	)			(238	)			(2,514	)
Dividend on preferred equity				(4	)			(4	)			(3	)
Net loss after preferred dividends			$	(4,345	)		$	(242	)		$	(2,517	)

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				Year Ended December 31,
				2004				2003				2002
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss after preferred dividends			$	(4,345	)		$	(242	)		$	(2,517	)
	Equity in losses of Charter Holdco				4,488				359				2,922
	Changes in operating assets and liabilities				(1	)			(9	)			10
	Deferred income taxes				(143	)			(117	)			(405	)
		Net cash flows from operating activities			(1	)			(9	)			10
CASH FLOWS FROM INVESTING ACTIVITIES:
	Receivables from Charter Holdco				(863	)			—				—
	Payments from Charter Holdco				588				—				—
	Investment in Charter Holdco				(2	)			—				—
		Net cash flows from investing activities			(277	)			—				—
CASH FLOWS FROM FINANCING ACTIVITIES
	Issuance of convertible notes				863				—				—
	Paydown of convertible notes				(588	)
	Net proceeds from issuance of common stock				2				—				—
		Net cash flows from financing activities			277				—				—
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS					(1	)			(9	)			10
CASH AND CASH EQUIVALENTS, beginning of year					1				10				—
CASH AND CASH EQUIVALENTS, end of year				$	—			$	1			$	10

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27.	Unaudited Quarterly Financial Data

		Year Ended December 31, 2004
		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
Revenues		$	1,214			$	1,239			$	1,248			$	1,276
Income (loss) from operations			175				15				(2,344	)			108
Loss before minority interest and income taxes			(235	)			(366	)			(2,776	)			(321	)
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

		Year Ended December 31, 2003
		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
Revenues		$	1,178			$	1,217			$	1,207			$	1,217
Income from operations			77				112				117				210
Income (loss) before minority interest and income taxes			(301	)			(286	)			23				(161	)
Net income (loss) applicable to common stock			(182	)			(38	)			36				(58	)
Basic income (loss) per common share			(0.62	)			(0.13	)			0.12				(0.20	)
Diluted income (loss) per common share			(0.62	)			(0.13	)			0.07				(0.20	)
Weighted-average shares outstanding, basic			294,466,137				294,474,596				294,566,878				294,875,504
Weighted-average shares outstanding, diluted			294,466,137				294,474,596				637,822,843				294,875,504

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