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                               BUSINESS STRATEGY
     Our objective is to increase our operating cash flow by increasing our
customer base and the amount of cash flow per customer. To achieve this
objective, we are pursuing the following strategies:
     - rapidly integrate acquired cable systems and apply our core operating
       strategies to raise the financial and operating performance of these
       acquired systems;
     - expand the array of services we offer to our customers through the
       implementation of our "wired world" vision;
     - upgrade the bandwidth capacity of our systems to 550 megahertz or greater
       to enable greater channel capacity and add two-way capability to
       facilitate interactive communication. Two-way capability is the ability
       to have bandwidth available for upstream or two-way communication;
     - maximize customer satisfaction by providing reliable, high-quality
       service offerings, superior customer service and attractive programming
       choices at reasonable rates;
     - employ innovative marketing programs tailored to local customer
       preferences to generate additional sales;
     - emphasize local management autonomy to better serve our customers while
       providing support from regional and corporate offices and maintaining
       centralized financial controls; and
     - improve the geographic clustering of our cable systems by selectively
       trading or acquiring systems to increase operating efficiencies and
       improve operating margins. Clusters refer to cable systems under common
       ownership which are located within geographic proximity to each other.
                                 RECENT EVENTS
     We have completed, and are in the process of completing, the acquisitions
described below. Certain of these acquisitions were originally acquisitions of
Charter Investment. Charter Investment subsequently assigned those acquisitions
to us. Charter Investment and other affiliates are making other acquisitions.
There is no present intention on their part to assign these other acquisitions
to us.
     In the second and third quarters of 1999, we completed six transactions in
which we acquired cable systems serving a total of approximately 585,000
customers. The total purchase price for these acquisitions was approximately
$1.9 billion. For the year ended December 31,