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SEC Filings

10-Q
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 10-Q on 11/15/1999
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I
TEM 2:        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
               RESULTS OF OPERATIONS


         Reference is made to the "Certain Trends and Uncertainties" section
below in this Management's Discussion and Analysis for a discussion of important
factors that could cause actual results to differ from expectations and
non-historical information contained herein.

GENERAL

         Charter Communications Holdings, LLC (Charter Holdings) owns and
operates cable television systems currently serving approximately 3.7 million
customers. Charter Holdings offers a full range of traditional cable television
services and has begun to offer digital cable television services, interactive
video programming and high-speed Internet access. Charter Holdings is a
subsidiary of Charter Communications Holding Company, LLC (Charter Holdco),
which is a subsidiary of Charter Communications, Inc. In November 1999, Charter
Communications, Inc. completed an initial public offering for the sale of 195.5
million shares of Class A common stock. Proceeds from the offering were used by
Charter Communications, Inc. to purchase membership units in Charter Holdco,
which is using the funds received from Charter Communications, Inc. for the
acquisition of additional cable television systems.

INTRODUCTION

         We do not believe that the historical financial condition and results
of operations are accurate indicators of future results because of recent
significant events, including:

         (1)      the acquisition by Mr. Allen of CCA Group, Charter
                  Communications Properties Holdings, LLC and CharterComm
                  Holdings LLC, referred to together with their subsidiaries as
                  the Charter companies;

         (2)      the merger of Marcus Cable Holdings, LLC with and into Charter
                  Holdings;

         (3)      the recent acquisitions of Charter Holdings and its direct and
                  indirect subsidiaries;

         (4)      the refinancing of the previous credit facilities of the
                  Charter companies; and

         (5)      the purchase of publicly held notes that had been issued by
                  several of the direct and indirect subsidiaries of Charter
                  Holdings and Marcus Holdings.

Provided below is a discussion of our organizational history consisting of:

         (1)      the operation and development of the Charter companies prior
                  to the acquisition by Mr. Allen, together with the acquisition
                  of the Charter companies by Mr. Allen;

         (2)      the merger of Marcus Holdings with and into Charter Holdings;

         (3)      the recent acquisitions of Charter Holdings and its direct and
                  indirect subsidiaries; and

         (4)      the formation of Charter Communications, Inc.

ORGANIZATIONAL HISTORY

         Prior to the acquisition of the Charter companies by Mr. Allen on
December 23, 1998, and the merger of Marcus Holdings with and into Charter
Holdings effective March 31, 1999, the cable television systems of the Charter
and Marcus companies were operated under four groups of companies. Three of
these groups were comprised of companies that were managed by Charter
Investment, Inc. prior to the acquisition of the Charter companies by Mr. Allen
and the fourth group was comprised of companies that were subsidiaries of Marcus
Holdings. Charter started managing Marcus Holdings in October 1998.


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