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S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
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<PAGE>   140
 
Systems, the projected median household growth in the counties currently served
by this region's systems is 6.9% for the period ending 2003, versus the
projected U.S. median household growth of 5.2% for the same period. In addition,
the Southeast region is responsible for managing an aggregate of 606,000
customers associated with the recent Helicon, InterMedia, Rifkin, Vista and
Cable Satellite acquisitions.
 
     At June 30, 1999, approximately 62% of the Southeast region's customers
were served by cable systems with at least 550 megahertz bandwidth capacity. The
planned upgrade of the Southeast region's cable systems will reduce the number
of headends from 60 to 49 by December 31, 2001.
 
     SOUTHERN REGION.   The Southern region consists of cable systems serving
approximately 448,000 customers located primarily in the states of Louisiana,
Alabama, Kentucky, Mississippi and central Tennessee. In addition, the Southern
region includes systems in Kansas, Colorado, Utah and Montana. The Southern
region has significant clusters of cable systems in and around the cities of
Birmingham, Alabama; Nashville, Tennessee; and New Orleans, Louisiana. According
to National Decision Systems, the projected median household growth in the
counties currently served by this region's systems is 6.3% for the period ending
2003, versus the projected U.S. median household growth of 5.2% for the same
period. In addition, the Southern region is responsible for managing an
aggregate of 328,000 customers associated with the recent Helicon, InterMedia
and Rifkin acquisitions.
 
     At June 30, 1999, approximately 46% of the Southern region's customers were
served by cable systems with at least 550 megahertz bandwidth capacity. The
planned upgrade of the Southeast region's cable systems will reduce the number
of headends from 59 to 51 by December 31, 2001.
 
     PLANT AND TECHNOLOGY OVERVIEW.   We have engaged in an aggressive program
to upgrade our existing cable plant over the next three years. For the period
from January 1, 2000 to December 31, 2002, we plan to spend approximately $5.5
billion for capital expenditures, approximately $2.9 billion of which will be
used to upgrade our systems to bandwidth capacity of 550 megahertz or greater,
so that we may offer advanced services. The remaining capital will be spent on
plant extensions, new services, converters and system maintenance.
 
     The following table describes the current technological state of our
systems and the anticipated progress of planned upgrades through 2001, based on
the percentage of our customers who will have access to the bandwidth and other
features shown:
 

<TABLE>
<CAPTION>
                                         LESS THAN                     750 MEGAHERTZ    TWO-WAY
                                       550 MEGAHERTZ   550 MEGAHERTZ    OR GREATER     CAPABILITY
                                       -------------   -------------   -------------   ----------
<S>                                    <C>             <C>             <C>             <C>
June 30, 1999........................      43.3%           19.1%           37.6%          33.8%
December 31, 1999....................      58.7%           15.9%           25.4%          25.4%
December 31, 2000....................      47.3%           14.5%           38.2%          38.2%
December 31, 2001....................      30.1%           12.5%           57.4%          57.4%
</TABLE>

 
     We have adopted HFC architecture as the standard for our ongoing systems
upgrades. HFC architecture combines the use of fiber optic cable, which can
carry
 
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