UNAUDITED PRO FORMA FINANCIAL STATEMENTS
The following Unaudited Pro Forma Financial Statements of Charter
Communications, Inc. are based on the pro forma financial statements of Charter
Communications Holding Company. Prior to the issuance and sale by Charter
Communications, Inc. of Class A common stock in the offering, Charter
Communications, Inc. is a holding company with no material assets or operations.
The net proceeds from the initial public offering will be used to purchase
membership units in Charter Communications Holding Company, including a
controlling voting interest. As a result, Charter Communications, Inc. will
consolidate the financial statements of Charter Communications Holding Company.
Our consolidated financial statements will include the assets and liabilities of
Charter Communications Holding Company at their historical carrying values since
both Charter Communications, Inc. and Charter Communications Holding Company are
under the control of Mr. Allen before and after the offering. Since January 1,
1999, Charter Communications Holding Company has closed numerous acquisitions
and has several pending acquisitions. In addition, a subsidiary of Charter
Communications Holding Company merged with Marcus Holdings in April 1999. Our
financial statements, on a consolidated basis with Charter Communication Holding
Company, are adjusted on a pro forma basis to illustrate the estimated effects
of pending acquisitions and acquisitions closed since June 30, 1999 as if such
transactions had occurred on June 30, 1999 for the Unaudited Pro Forma Balance
Sheet and to illustrate the estimated effects of the following transactions as
if they had occurred on January 1, 1998 for the Unaudited Pro Forma Statements
(1) the acquisition of Charter Communications Holding Company on December
23, 1998 by Mr. Allen;
(2) the acquisition of certain cable systems from Sonic Communications Inc.
on May 20, 1998 by Charter Communications Holding Company for an
aggregate purchase price net of cash acquired, of $228.4 million,
comprised of $167.5 million in cash and $60.9 million in a note payable
to the seller;
(3) the acquisition of Marcus Cable by Mr. Allen and Marcus Holdings'
merger with and into Charter Holdings effective March 31, 1999;
(4) the acquisitions and dispositions during 1998 by Marcus Cable;
(5) Charter Communications Holding Company's and its subsidiaries'
acquisitions completed since January 1, 1999 and pending acquisitions;
(6) the refinancing of all the debt of our subsidiaries through the
issuance of notes and funding under our credit facilities.
The Unaudited Pro Forma Financial Statements also illustrate the estimated
effects of the issuance and sale by us of 170 million shares of Class A common
stock using an initial offering price of $18.00, after deducting underwriting
discounts and estimated offering expenses, and the equity contribution of the
net proceeds to Charter Communications Holding Company. We have assumed that the
underwriters have not exercised their over-allotment option and none of the
options to purchase membership