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independent company founded by Hal Krisberg (former President of General
Instrument) with headquarters in Bensalem, Pennsylvania. See "Certain
Relationships and Related Transactions." At March 31, 1999, we provided
WorldGate Internet service to approximately 1,800 customers.
     WINK-ENHANCED PROGRAMMING.  We have formed a relationship with Wink, which
sells technology to embed interactive features (such as additional information
and statistics about a program or the option to order an advertised product)
into programming and advertisements. A customer with a Wink-enabled set-top box
and a Wink-enabled cable provider sees an icon flash on the screen when
additional Wink features are available to enhance a program or advertisement. By
pressing the select button on a standard remote control, a viewer of a
Wink-enhanced program is able to access additional information regarding such
program, including, for example, information on prior episodes or the program's
characters. A viewer watching an advertisement would be able to access
additional information regarding the advertised product and may also be able to
utilize the two-way transmission features to order a product. We have bundled
Wink service with our traditional cable services in both our advanced analog and
digital platforms. Wink services are provided free of charge. A company
controlled by Paul G. Allen has made an equity investment in Wink. See "Certain
Relationships and Related Transactions."
     Various programming networks, including CNN, NBC, ESPN, HBO, Showtime,
Lifetime, VH1, the Weather Channel, and Nickelodeon, are currently producing
over 1,000 hours of Wink-enhanced programming per week. Under certain
revenue-sharing arrangements, we will modify our headend technology to allow
Wink-enabled programming to be offered on our systems. Each time one of our
customers uses Wink to request certain additional information or order an
advertised product we receive fees from Wink.
     TELEPHONE SERVICES.  We expect to be able to offer cable telephony services
in the near future using our systems' direct, two-way connections to homes and
other buildings. We are exploring technologies using IP telephony, as opposed to
the traditional switching technologies that are currently available, to transmit
digital voice signals over our systems. AT&T and other telephone companies have
already begun to pursue strategic partnering and other programs which make it
attractive for us to acquire and develop this alternative IP technology. For the
last two years, we have sold telephony services as a competitive access provider
("CAP") in the state of Wisconsin through Marcus FiberLink LLC, and are
currently looking to expand our CAP services into other states.
     MISCELLANEOUS SERVICES.  We also offer paging services to our customers in
certain markets. As of March 31, 1999, we had approximately 9,300 paging
customers. We also lease our fiber-optic cable plant and equipment to commercial
and non-commercial users of data and voice telecommunications services.
     Providing a high level of service to our customers has been a central
driver of our historical success. Our emphasis on system reliability,
engineering support and superior customer satisfaction is key to our management
philosophy. In support of our commitment to customer satisfaction, we operate a
24-hour customer service hotline in most systems and offer on-time installation
and service guarantees. It is our policy that if an installer is late for a
scheduled appointment the customer receives free installation, and if a service
technician is late for a service call the customer receives a $20 credit. The
Charter Companies' on-time service call rate was 99.8% in 1997, and 99.7% in