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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 10-Q on 12/22/1999
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believes that finalization of the purchase prices will not have a material
impact on the consolidated results of operations or financial position of the

The above acquisitions were accounted for using the purchase method of
accounting, and accordingly, results of operations of the acquired assets have
been included in the financial statements from the dates of acquisition. The
purchase prices were allocated to tangible and intangible assets based on
estimated fair values at the acquisition dates.

Pro forma operating results of Charter Holdco as though the acquisitions
discussed above, including the Paul Allen Transaction and the acquisition of
Marcus Holdings, and the refinancing discussed herein, had occurred on January
1, 1998, with adjustments to give effect to amortization of franchises, interest
expense and certain other adjustments are as follows:

                                                          Nine months ended
                                                            September 30,
                                                           1999        1998
                                                       ----------- ------------
<S>                                                   <C>            <C>        
Revenues                                              $ 1,264,090    $ 1,154,204
Loss from operations                                    (111,400)      (144,408)
Net loss                                                (512,967)      (560,444)

The pro forma information has been presented for comparative purposes and does
not purport to be indicative of the results of operations had these transactions
been completed as of the assumed date or which may be obtained in the future. No
pro forma adjustments have been reflected to give effect to Charter's initial
public offering.

5.       LONG-TERM DEBT:

Long-term debt consists of the following:

                                                                              September 30,     December 31,
                                                                                  1999             1998
                                                                               -----------      -----------
<S>                                                                            <C>              <C>        
Charter Holdings:
    Credit Agreements (including CCPH, CCA Group and CharterComm Holdings)     $       ---      $ 1,726,500
    Senior Secured Discount Debentures                                                 ---          109,152
    11.250% Senior Notes                                                               ---          125,000
    8.250% Senior Notes                                                            600,000              ---
    8.625% Senior Notes                                                          1,500,000              ---
    9.920% Senior Discount Notes                                                 1,475,000              ---
Charter Operating Credit Facilities                                              2,850,000              ---
    10.0% Senior Discount Notes                                                    114,413              ---
    11.125% Senior Subordinated Notes                                              125,000              ---
    Note payable to former owner                                                     3,000              ---
    11.0% Senior Secured Notes                                                     115,000              ---
                                                                               -----------      -----------
                                                                                 6,782,413        1,960,652
    Current maturities                                                                 ---          (10,450)
    Unamortized net (discount) premium                                            (537,781)          41,554
                                                                               -----------      -----------
                                                                               $ 6,244,632      $ 1,991,756
                                                                               ===========      ===========

In March 1999, Charter Holdings and Marcus Holdings extinguished substantially
all existing long-term debt, excluding borrowings under its credit agreements,
and refinanced substantially all existing credit agreements at various
subsidiaries with a new credit agreement entered into by Charter Operating (the
"Charter Operating Credit Facilities"). The excess of the