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SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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OUTLOOK
 
     Our business strategy emphasizes the increase of our operating cash flow by
increasing our customer base and the amount of cash flow per customer. We
believe that there are significant advantages in increasing the size and scope
of our operations, including:
 
     - improved economies of scale in management, marketing, customer service,
       billing and other administrative functions;
 
     - reduced costs for our cable systems and our infrastructure in general;
 
     - increased leverage for negotiating programming contracts; and
 
     - increased influence on the evolution of important new technologies
       affecting our business.
 
     We seek to "cluster" cable systems in suburban and ex-urban areas
surrounding selected metropolitan markets. We believe that such "clustering"
offers significant opportunities to increase operating efficiencies and to
improve operating margins and cash flow by spreading fixed costs over an
expanding subscriber base. In addition, we believe that by concentrating
"clusters" in markets, we will be able to generate higher growth in revenues and
operating cash flow. Through strategic acquisitions and "swaps" of cable
systems, we seek to enlarge the coverage of our current areas of operations,
and, if feasible, develop "clusters" in new geographic areas within existing
regions. Swapping of cable systems allows us to trade systems that do not
coincide with our operating strategy while gaining systems that meet our
objectives. Several significant swaps have been announced. These swaps have
demonstrated the industry's trend to cluster operations. To date, Charter
Holdings has participated in one swap in connection with the transaction with
InterMedia. In addition, Charter Communications, Inc. has entered into a letter
of intent providing for the Swap Transaction.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     Our business requires significant cash to fund acquisitions, capital
expenditures, debt service costs and ongoing operations. We have historically
funded and expect to fund future liquidity and capital requirements through cash
flows from operations, equity contributions, borrowings under our credit
facilities and debt and equity financings.
 
     Our historical cash flows from operating activities for 1998 were $30.2
million, and for the nine months ended September 30, 1999 were $265.6 million.
Pro forma for our merger with Marcus Holdings, the sale of the original notes,
acquisitions completed since that date, the Fanch, Falcon and Avalon transfers
and the Pending Transactions, our cash flows from operating activities for 1998
were $725.2 million, and for the nine months ended September 30, 1999 were
$672.0 million.
 
CAPITAL EXPENDITURES
 
     We have substantial ongoing capital expenditure requirements. We make
capital expenditures primarily to upgrade, rebuild and expand our cable systems,
as well as for system maintenance, the development of new products and services,
and converters. Converters are set-top devices added in front of a subscriber's
television receiver to change the frequency of the cable television signals to a
suitable channel. The television receiver is then able to tune and to allow
access to premium service.
 
     Upgrading our cable systems will enable us to offer new products and
services, including digital television, additional channels and tiers, expanded
pay-per-view options, high-speed Internet access and interactive services.
 
     Capital expenditures for 1999, pro forma for recent acquisitions, the
recent transfer to Charter Holdings of the Fanch, Falcon and Avalon cable
systems and the Pending Transactions, are estimated to be approximately $1.048
billion. For the nine months ended September 30, 1999, we made capital
expenditures, excluding the acquisitions of cable systems, of $385 million. The
majority of the capital
 
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