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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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Holdings Capital Corporation is a wholly-owned subsidiary of Charter Holdings.
     CHARTER COMMUNICATIONS OPERATING, LLC. Charter Operating is a holding
company for all of the cable systems currently owned by Charter Holdings. As of
June 30, 1999, Charter Operating was the borrower under credit facilities with
total availability of $4.1 billion and had total outstanding borrowings of
$2.025 billion.
     CHARTER OPERATING COMPANIES. These companies consist of the companies that
operate all of the cable systems currently owned by Charter Holdings. These
include all recent acquisitions, the systems obtained through the merger of
Marcus Holdings with Charter Holdings and the cable systems originally managed
by Charter Investment, Inc., namely Charter Communications Properties Holdings,
LLC, CCA Group and CharterComm Holdings. Historical financial information is
presented separately for these companies.
     Our primary criterion in considering acquisition and swapping opportunities
is the financial return that we expect to ultimately realize. We consider each
acquisition in the context of our overall existing and planned operations,
focusing particularly on the impact on our size and scope and the ability to
reinforce our clustering strategy, either directly or through future swaps or
acquisitions. Other specific factors we consider in acquiring a cable system
     - demographic profile of the market as well as the number of homes passed
       and customers within the system;
     - per customer revenues and operating cash flow and opportunities to
       increase these financial benchmarks;
     - proximity to our existing cable systems or the potential for developing
       new clusters of systems;
     - the technological state of such system; and
     - the level of competition within the local market.
     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 plants 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 believe that as a result of our acquisition strategy and our systems
upgrade we will be well-positioned to have cable systems with economies of scale
sufficient to allow