THE MARKET PRICE FOR OUR CLASS A COMMON STOCK COULD BE ADVERSELY AFFECTED BY THE
LARGE NUMBER OF ADDITIONAL SHARES ELIGIBLE FOR ISSUANCE IN THE FUTURE.
Immediately following the offering, 170,000,000 shares of Class A common
stock will be issued and outstanding. An additional 407,126,439 shares of Class
A common stock will be issuable under the circumstances described in the section
"Shares Eligible for Future Sale". Substantially all of the shares of Class A
common stock issuable upon exchange of Charter Communications Holding Company
membership units and all shares of Class A common stock issuable upon conversion
of shares of our Class B common stock will have "demand" and/or "piggyback"
registration rights attached to them, including those issuable to Mr. Allen
through Charter Investment, Inc. and Vulcan Cable III Inc. Any sales of Class A
common stock or the perception that such sales could occur could adversely
affect the market price for shares of our Class A common stock because these
sales could cause the amount of our stock available for sale in the market to
exceed the amount of demand for our stock and could also make it more difficult
for us to sell equity securities or equity-related securities in the future at a
time and price that we deem appropriate. This could adversely affect our ability
to fund our current and future obligations. See "Shares Eligible For Future
"Demand" rights enable the holders to demand that their shares be
registered and may require us to file a registration statement under the
Securities Act at our expense. "Piggyback" rights provide for notice to the
relevant holders of our stock if we propose to register any of our securities
under the Securities Act, and grant such holders the right to include their
shares in the registration statement. Shares of Class A common stock not held by
our affiliates will be freely saleable at the end of the relevant restricted
period pursuant to Rule 144 of the Securities Act.
YOU WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL DILUTION RESULTING IN YOUR STOCK
BEING WORTH LESS ON A NET TANGIBLE BOOK VALUE BASIS THAN THE AMOUNT YOU
Purchasers of the Class A common stock offered hereby will experience an
immediate dilution in net tangible book value of $75.50 per share of Class A
common stock purchased. Accordingly, in the event we are liquidated, investors
may not receive the full amount of their investment. See "Dilution".