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Charter Reports Third Quarter 2005 Financial and Operating Results; Long-Standing CC VIII Dispute Resolved; Quarterly Revenues Increased by 5.6% to $1.318 Billion Driven by High-Speed Internet

Click here to view the Third Quarter Financial Addendum.

ST. LOUIS--(BUSINESS WIRE)--Nov. 1, 2005--Charter Communications, Inc. (Nasdaq: CHTR) (along with its subsidiaries, the "Company" or "Charter") today reported financial and operating results for the three and nine months ended September 30, 2005.

Highlights

Charter today announced the resolution of a long-standing dispute concerning ownership by Charter Investment, Inc. of 24.3 million Class A preferred membership units in CC VIII LLC, a subsidiary of Charter, and also reported that during the third quarter of 2005, the Company

    --  Added a net 186,300 revenue generating units (RGUs) on a pro
        forma basis, nearly double the third quarter 2004 RGU gain,
        driven by the addition of 98,400 high-speed Internet (HSI)
        customers, 75,800 digital video customers and 22,100 telephone
        customers;

    --  Grew actual revenues to $1.318 billion, a $70 million, or
        5.6%, increase over the year ago quarter (6.5% pro forma for
        asset sales and excluding hurricane impact), primarily driven
        by increased HSI revenues; and

    --  Completed a $6.768 billion private debt exchange, issued $300
        million senior notes and established a $600 million bridge
        facility.

"I'm encouraged by a number of financial and operational achievements this past quarter," said Neil Smit, President and Chief Executive Officer. "These achievements reflect our renewed customer-first focus and increased marketing activity built on a disciplined, segmented approach," Mr. Smit continued. "We're beginning to see improved customer growth together with better ARPU and retention across all categories. We intend to maintain this positive momentum through focused marketing and operational programs across all product lines.

"Charter's employees are to be commended for the progress we are making. This quarter's customer performance gives me confidence that we're on the right track to sustain success, and our recent financing activities further improved the Company's long-term financial flexibility.

"On a personal level, I'm encouraged after two months on the job. While we have lots of work to do, we're building the team and the capabilities to deliver results."

Operating Results

During the quarter, Charter completed the sale of certain geographically non-strategic cable systems in Texas and West Virginia in July 2005 (July Asset Sales), which served approximately 26,800 analog video customers. All following quarter over quarter changes in customer statistics are pro forma for this sale. During the third quarter, Charter added a net 186,300 revenue generating units, driven by the addition of 98,400 high-speed Internet customers, 75,800 digital video customers and 22,100 telephone customers, offset by the loss of 10,000 analog video customers. As of September 30, 2005, Charter served approximately 10,865,600 RGUs, 5,906,300 analog video, 2,749,400 digital video, 2,120,000 HSI and 89,900 telephone customers.

Third Quarter Results

Pro forma for the July Asset Sales and excluding credits issued to customers impacted by the hurricanes, revenue for the third quarter of 2005 increased $81 million, or 6.5%, compared to the third quarter of 2004.

Actual third quarter 2005 revenues were $1.318 billion, an increase of $70 million, or 5.6%, over third quarter 2004 revenues of $1.248 billion. The increase in revenues was primarily driven by growth in HSI revenues and average revenue per customer. For the three months ended September 30, 2005, HSI revenues increased $41 million, or 21.7%, reflecting 300,100 net additional HSI customers since September 30, 2004, as well as a 3.3% increase in average revenue per HSI customer. Video revenues increased $9 million, or 1.1%, compared to the third quarter of 2004, due to an increase in average monthly video revenue per customer and an increase in digital video customers, partially offset by the loss of analog video customers, including the July Asset Sales, during the period and $5 million of credits issued to customers related to hurricane outages. Commercial revenues increased $10 million, or 16.4%, and other revenue increased $9 million, or 10.5%, for the third quarter of 2005 compared to the third quarter of 2004, primarily due to increased telephone and franchise fee revenue. Advertising sales revenues remained essentially flat compared to the year ago quarter.

Third quarter 2005 operating costs and expenses were $855 million, an increase of $78 million, or 10.0%, compared to the year ago quarter. The rise in third quarter 2005 operating costs and expenses over 2004 primarily resulted from a $30 million, or 17.3%, increase in service costs, a $29 million, or 8.8%, increase in programming costs, and an $11 million, or 5.0%, increase in general and administrative costs. Marketing costs also increased $6 million, or 18.8%, and advertising sales costs increased $2 million, or 8.3%, compared to the year ago quarter. The rise in service costs is a result of increased labor and maintenance costs to support improved service levels and the Company's advanced products, and higher fuel prices. Programming costs grew as a result of price increases, particularly in sports programming, partially offset by a decrease in analog video customers. General and administrative costs increased due to increases in professional fees associated with consulting services and a rise in salaries and benefits related to increased emphasis on improved service levels and operational efficiencies, partially offset by decreases in property taxes, property and casualty insurance and bad debt expense.

Charter reported income from operations of $63 million for the third quarter of 2005 compared to a loss of $2.344 billion for the third quarter of 2004. The variance in income from operations was primarily driven by the $2.433 billion impairment of franchises recorded in the third quarter of 2004, as well as the variances discussed previously, partially offset by a $19 million loss on asset retirement recorded due to damage incurred by hurricanes Katrina and Rita.

Net income applicable to common stock for the third quarter of 2005 was $75 million, and earnings per common share was 24 cents and 9 cents on a basic and fully diluted basis, respectively. For the third quarter of 2004, Charter reported a net loss applicable to common stock and loss per common share of $3.295 billion and $10.89, respectively. The $3.370 billion variance in net income applicable to common stock for the third quarter of 2005 compared to the same year ago period is primarily the result of the impairment charge and related cumulative effect of an accounting change recorded in 2004 and a $490 million gain on extinguishment of debt recorded in the third quarter of 2005 related to the debt exchange completed in September 2005, partially offset by the income tax benefit in the third quarter of 2004 as a result of the impairment charge.

Year to Date Results

Pro forma for the July Asset Sales and the sale of systems in March and April 2004 and excluding credits issued to customers impacted by the hurricanes, revenue for the nine months ended September 30, 2005, increased $250 million, or 6.8% compared to the year ago period.

Actual revenues for the nine months ended September 30, 2005, were $3.912 billion, an increase of $211 million, or 5.7%, over revenues for the same 2004 period of $3.701 billion. For the nine months ended September 30, 2005, operating costs and expenses were $2.476 billion, an increase of $189 million, or 8.3%, compared to the same year ago period. Service costs increased $83 million, or 17.0%, as a result of increased labor and maintenance costs to support improved service levels and the Company's advanced products, and higher fuel prices; programming costs increased $75 million, or 7.6%; and general and administrative costs increased $22 million, or 3.5%, compared to the year ago period. Marketing costs also increased $5 million, or 5.1%, and advertising sales costs increased $4 million, or 5.6%, compared to year to date 2004.

Charter reported income from operations of $224 million for the nine months ended September 30, 2005, compared to a loss of $2.154 billion for the same 2004 period. The variance in income from operations was primarily driven by the impairment of franchises and special charges primarily due to litigation costs related to the settlement of the securities class action lawsuits recorded in 2004, as well as the variances discussed above, partially offset by the $104 million gain primarily related to asset sales occurring in March and April 2004.

Net loss applicable to common stock and loss per common share for the nine months ended September 30, 2005, were $634 million and $2.06, respectively. For the nine months ended September 30, 2004, Charter reported net loss applicable to common stock and loss per common share of $4.005 billion and $13.38, respectively.

Liquidity

Pro forma for the July Asset Sales and excluding the impact of credits associated with hurricanes Katrina and Rita, adjusted EBITDA was essentially flat for the third quarter of 2005 compared to the same year ago period. Actual adjusted EBITDA totaled $463 million for the three months ended September 30, 2005, a decrease of $8 million, or 1.7%, compared to the year ago period. Pro forma for the July Asset Sales and the sale of systems in March and April 2004 and excluding the impact of credits associated with hurricanes Katrina and Rita, adjusted EBITDA increased 3.0% for the nine months ended September 30, 2005, compared to the same year ago period. Actual adjusted EBITDA for the nine months ended September 30, 2005, was $1.436 billion, an increase of $22 million, or 1.6%, compared to adjusted EBITDA of $1.414 billion for the nine months ended September 30, 2004.

Net cash flows used in operating activities for the third quarter of 2005 were $63 million, compared to net cash provided by operating activities of $215 million for the year ago quarter. Net cash provided by operating activities decreased $265 million, or 69.2%, from $383 million for the nine months ended September 30, 2004 to $118 million for the nine months ended September 30, 2005. For the nine months ended September 30, 2005, net cash provided by operating activities decreased primarily as a result of changes in operating assets and liabilities that used $144 million more cash during the nine months ended September 30, 2005 than the corresponding period in 2004 combined with an increase in cash interest expense of $155 million over the corresponding prior period, partially offset by an increase in revenue over cash costs.

Expenditures for property, plant and equipment for the third quarter of 2005 were $273 million, compared to third quarter 2004 expenditures of $249 million. For the nine months ended September 30, 2005, expenditures for property, plant and equipment were $815 million, while expenditures for the same 2004 period totaled $639 million. The increases were primarily driven by spending on scalable infrastructure related to telephone, video on demand and digital simulcast, and support capital related to Charter's investment in infrastructure and service improvements.

Charter reported negative free cash flow of $198 million for the third quarter of 2005 compared to $128 million for the third quarter of 2004. Negative free cash flow for the nine months ended September 30, 2005, was $524 million, compared to $215 million for the same 2004 period. Higher capital expenditures and interest on cash-pay obligations contributed to the increase in negative free cash flow.

As of September 30, 2005, Charter had $19.120 billion of outstanding indebtedness and $22 million of cash on hand. The Company's total potential borrowing availability under the Charter Communications Operating, LLC credit facility totaled $786 million, as of September 30, 2005, although the actual availability at that time was $648 million because of limits imposed by covenant restrictions. Charter believes that cash on hand, cash flows from operations, and amounts available under the credit facilities and $600 million senior bridge loan becoming available on January 2, 2006 will be sufficient to meet cash needs for the remainder of 2005 and 2006. The Company plans to continue its opportunistic approach to maintain liquidity, extend maturities and de-lever the balance sheet.

Financing

As part of the Company's ongoing efforts to extend maturities and reduce indebtedness, in September 2005, Charter Communications Holdings, LLC ("Charter Holdings") exchanged in a private placement $6.768 billion of debt due 2009-2012 for new debt securities at CCH I, LLC and CCH I Holdings, LLC due 2011-2015. During the third quarter of 2005 Charter also issued $300 million senior notes due 2013 and put in place a $600 million senior bridge loan agreement at CCO Holdings, LLC to further enhance liquidity.

CC VIII Settlement

The Company, acting through a Special Committee of Charter's Board of Directors, and Mr. Allen, the Company's controlling stockholder and Chairman of the Board, have settled a previously-disclosed dispute that had arisen between the parties with regard to the ownership of a Charter subsidiary, CC VIII LLC ("CC VIII").

Under the terms of the settlement reached between the Company and Mr. Allen after extensive negotiations, Mr. Allen's affiliated company, Charter Investment, Inc. ("CII") will retain 30% of the Class A preferred equity interests it previously held in CC VIII, subject to certain rights and restrictions concerning transfer. Of the other 70% of the CC VIII preferred interests, 7.4% has been transferred by CII to CCHC, LLC, ("CCHC") a newly formed direct, wholly owned subsidiary of Charter Communications Holding Company, LLC ("Charter HoldCo") and the new direct parent of Charter Holdings in exchange for a subordinated exchangeable note issued to CII and the remaining 62.4% has been transferred by CII to Charter HoldCo for no additional consideration, which transferred the 62.4% interest to CCHC. The note has an initial accreted value of $48.2 million accreting at 14%, compounded quarterly, with a 15-year maturity.

Also as part of the settlement, CC VIII issued approximately 49 million additional Class B units to CC V, LLC, the direct parent of CC VIII, in consideration for prior capital contributions to CC VIII by CC V, LLC in connection with a transaction that was unrelated to the dispute with CII. As a result of these transfers and issuances, Mr. Allen's pro rata share of the profits and losses of CC VIII is approximately 5.6%.

Hurricanes Katrina and Rita

Charter's operations in the Gulf Coast were affected by hurricanes Katrina and Rita, with the majority of damage in Louisiana and Mississippi, and minor damage in Alabama and Georgia. The hurricanes impacted approximately 216,000 customers. Service has been restored to substantially all areas. The majority of damage sustained was to the Company's field infrastructure, while headends were largely undamaged. During the three months ended September 30, 2005, the Company recorded a $19 million loss associated with the write-off of the net book value of assets related to these damages. Employees from other Charter locations have been dispatched to this area to help rebuild infrastructure to restore service to customers in a timely fashion.

The Company has estimated credits to customers of $6 million for outages through September 30, 2005, which are reflected as a reduction of revenue for the three and nine months ended September 30, 2005. Additional credits are expected to be issued in the fourth quarter of 2005 based on the period of individual customer outages.

Mr. Smit said, "In the aftermath of the hurricanes, our employees and suppliers began working immediately to restore video and high-speed Internet service. We understand how important these connections are to our customers, because they are important to the hundreds of Charter employees who are a part of these affected communities as well."

Use of Non-GAAP Financial Metrics

The Company uses certain measures that are not defined by GAAP (Generally Accepted Accounting Principles) to evaluate various aspects of its business. Adjusted EBITDA, un-levered free cash flow and free cash flow are non-GAAP financial measures and should be considered in addition to, not as a substitute for, net cash flows from operating activities reported in accordance with GAAP. These terms as defined by Charter may not be comparable to similarly titled measures used by other companies.

Adjusted EBITDA is defined as income from operations before special charges, non-cash depreciation and amortization, gain/loss on sale or retirement of assets, asset or franchise impairment charges, option compensation expense and hurricane asset retirement loss. As such, it eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of the Company's businesses and intangible assets recognized in business combinations as well as other non-cash or non-recurring items, and is unaffected by the Company's capital structure or investment activities. Adjusted EBITDA is a liquidity measure used by Company management and the Board of Directors to measure the Company's ability to fund operations and its financing obligations. For this reason, it is a significant component of Charter's annual incentive compensation program. However, this measure is limited in that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues and the cash cost of financing for the Company. Company management evaluates these costs through other financial measures.

Un-levered free cash flow is defined as adjusted EBITDA less purchases of property, plant and equipment. The Company believes this is an important measure as it takes into account the period costs associated with capital expenditures used to upgrade, extend and maintain Charter's plant without regard to the Company's leverage structure.

Free cash flow is defined as un-levered free cash flow less interest on cash pay obligations. It can also be computed as net cash flows from operating activities, less capital expenditures and cash special charges, adjusted for the change in operating assets and liabilities, net of dispositions. As such, it is unaffected by fluctuations in working capital levels from period to period.

The Company believes that adjusted EBITDA, un-levered free cash flow and free cash flow provide information useful to investors in assessing Charter's ability to service its debt, fund operations, and make additional investments with internally generated funds. In addition, adjusted EBITDA generally correlates to the leverage ratio calculation under the Company's credit facilities or outstanding notes to determine compliance with the covenants contained in the facilities and notes (all such documents have been previously filed with the United States Securities and Exchange Commission). Adjusted EBITDA, as presented, is reduced for management fees in the amounts of $33 million and $21 million for the three months ended September 30, 2005 and 2004, respectively, which amounts are added back for the purposes of calculating compliance with leverage covenants. As of September 30, 2005, Charter and its subsidiaries are in compliance with their debt covenants and expect to remain in compliance for the next 12 months.

Conference Call

The Company will host a Conference Call on Tuesday, November 1, 2005, at 11:00 AM Eastern Time (ET) related to the contents of this release.

The Conference Call will be webcast live via the Company's website at www.charter.com. Access the webcast by clicking on "About Us" at the top right of the page, then again on "Investor Center." Participants should go to the call link at least 10 minutes prior to the start time to register. The call will be archived on the website beginning two hours after its completion.

Those participating via telephone should dial 888-233-1576. International participants should dial 706-643-3458.

A replay will be available at 800-642-1687 or 706-645-9291 beginning two hours after completion of the call through midnight November 8, 2005. The passcode for the replay is 1182357.

About Charter Communications

Charter Communications, Inc., a broadband communications company, provides a full range of advanced broadband services to the home, including cable television on an advanced digital video programming platform via Charter Digital(TM), Charter High-Speed(TM) Internet service and Charter Telephone(TM). Charter Business(TM) provides scalable, tailored and cost-effective broadband communications solutions to organizations of all sizes through business-to-business Internet, data networking, video and music services. Advertising sales and production services are sold under the Charter Media(R) brand. More information about Charter can be found at www.charter.com

Cautionary Statement Regarding Forward-Looking Statements:

This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), regarding, among other things, our plans, strategies and prospects, both business and financial. The Company will not undertake to revise forward-looking projections to reflect events after this date. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Many of the forward-looking statements contained in this release may be identified by the use of forward-looking words such as "believe," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated" and "potential," among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this release are set forth in reports or documents that we file from time to time with the SEC, and include, but are not limited to:

    --  the availability, in general, of funds to meet interest
        payment obligations under our debt and to fund our operations
        and necessary capital expenditures, either through cash flows
        from operating activities, further borrowings or other sources
        and, in particular, our ability to be able to provide under
        applicable debt instruments such funds (by dividend,
        investment or otherwise) to the applicable obligor of such
        debt;

    --  our ability to sustain and grow revenues and cash flows from
        operating activities by offering video, high-speed Internet,
        telephone and other services and to maintain and grow a stable
        customer base, particularly in the face of increasingly
        aggressive competition from other service providers;

    --  our ability to comply with all covenants in our indentures,
        the Bridge Loan and credit facilities, any violation of which
        would result in a violation of the applicable facility or
        indenture and could trigger a default of other obligations
        under cross-default provisions;

    --  our ability to pay or refinance debt prior to or when it
        becomes due and/or to take advantage of market opportunities
        and market windows to refinance that debt in the capital
        markets through new issuances, exchange offers or otherwise,
        including restructuring our balance sheet and leverage
        position;

    --  our ability to obtain programming at reasonable prices or to
        pass programming cost increases on to our customers;

    --  general business conditions, economic uncertainty or slowdown;
        and

    --  the effects of governmental regulation, including but not
        limited to local franchise authorities, on our business.

All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. We are under no duty or obligation to update any of the forward-looking statements after the date of this release.

            CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
  UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND OPERATING DATA
        (DOLLARS IN MILLIONS, EXCEPT PER SHARE AND SHARE DATA)

                               Three Months Ended September 30,
                         ---------------------------------------------
                             2005            2004
                             Actual         Actual       % Change
                         --------------  ------------- --------------

REVENUES:
   Video (a)            $          848  $         839            1.1%
   High-speed Internet
    (b)                            230            189           21.7%
   Advertising sales                74             73            1.4%
   Commercial                       71             61           16.4%
   Other                            95             86           10.5%
                         --------------  -------------
      Total revenues             1,318          1,248            5.6%
                         --------------  -------------

COSTS AND EXPENSES:
   Programming                     357            328            8.8%
   Service                         203            173           17.3%
   Advertising sales                26             24            8.3%
   General and
    administrative                 231            220            5.0%
   Marketing                        38             32           18.8%
                         --------------  -------------
      Operating costs
       and expenses                855            777           10.0%
                         --------------  -------------

      Adjusted EBITDA              463            471          (1.7)%
                         --------------  -------------

      Adjusted EBITDA
       margin                       35%            38%
                         --------------  -------------

   Depreciation and
    amortization                   375            371
   Impairment of
    franchises                       -          2,433
   Asset impairment
    charges                          -              -
   (Gain) loss on sale
    of assets, net                   1              -
   Option compensation
    expense, net                     3              8
   Hurricane asset
    retirement loss                 19              -
   Special charges, net              2              3
                         --------------  -------------

      Income (loss)
       from operations              63         (2,344)
                         --------------  -------------

OTHER INCOME AND
 EXPENSES:
   Interest expense,
    net                           (462)          (424)
   Gain (loss) on
    derivative
    instruments and
    hedging activities,
    net                             17             (8)
   Loss on debt to
    equity conversions               -              -
   Gain (loss) on
    extinguishment of
    debt                           490              -
   Gain on investments               -              -
                         --------------  -------------
                                    45           (432)
                         --------------  -------------

Income (loss) before
 minority interest,
 income taxes and
 cumulative effect of
 accounting change                 108         (2,776)

Minority interest                   (3)            34
                         --------------  -------------

Income (loss) before
 income taxes and
 cumulative effect of
 accounting change                 105         (2,742)

Income tax benefit
 (expense)                         (29)           213
                         --------------  -------------

Income (loss) before
 cumulative effect of
 accounting change                  76         (2,529)

Cumulative effect of
 accounting change, net
 of tax                              -           (765)
                         --------------  -------------

Net income (loss)                   76         (3,294)

Dividends on preferred
 stock - redeemable                 (1)            (1)
                         --------------  -------------

Net income (loss)
 applicable to common
 stock                  $           75  $      (3,295)
                         ==============  =============

EARNINGS (LOSS) PER
 SHARE:
  Basic                 $         0.24  $      (10.89)
                         ==============  =============

  Diluted               $         0.09  $      (10.89)
                         ==============  =============

Weighted average common
 shares outstanding,
 basic                     316,214,740    302,604,978
                         ==============  =============

Weighted average common
 shares outstanding,
 diluted                 1,012,591,842    302,604,978
                         ==============  =============

(a)  Video revenues is net of $5 million of credits issued to
 hurricanes Katrina and Rita impacted customers related to service
 outages for each of the three and nine months ended September 30,
 2005.

(b)  High-speed Internet revenues is net of $1 million of credits
 issued to hurricanes Katrina and Rita impacted customers related to
 service outages for each of the three and nine months ended September
 30, 2005.


                                Nine Months Ended September 30,
                         ---------------------------------------------
                             2005            2004
                             Actual         Actual       % Change
                         --------------  ------------- --------------

REVENUES:
   Video (a)            $        2,551  $       2,534            0.7%
   High-speed Internet
    (b)                            671            538           24.7%
   Advertising sales               214            205            4.4%
   Commercial                      205            175           17.1%
   Other                           271            249            8.8%
                         --------------  -------------
      Total revenues             3,912          3,701            5.7%
                         --------------  -------------

COSTS AND EXPENSES:
   Programming                   1,066            991            7.6%
   Service                         572            489           17.0%
   Advertising sales                76             72            5.6%
   General and
    administrative                 658            636            3.5%
   Marketing                       104             99            5.1%
                         --------------  -------------
      Operating costs
       and expenses              2,476          2,287            8.3%
                         --------------  -------------

      Adjusted EBITDA            1,436          1,414            1.6%
                         --------------  -------------

      Adjusted EBITDA
       margin                       37%            38%
                         --------------  -------------

   Depreciation and
    amortization                 1,134          1,105
   Impairment of
    franchises                       -          2,433
   Asset impairment
    charges                         39              -
   (Gain) loss on sale
    of assets, net                   5           (104)
   Option compensation
    expense, net                    11             34
   Hurricane asset
    retirement loss                 19              -
   Special charges, net              4            100
                         --------------  -------------

      Income (loss)
       from operations             224         (2,154)
                         --------------  -------------

OTHER INCOME AND
 EXPENSES:
   Interest expense,
    net                         (1,333)        (1,227)
   Gain (loss) on
    derivative
    instruments and
    hedging activities,
    net                             43             48
   Loss on debt to
    equity conversions               -            (23)
   Gain (loss) on
    extinguishment of
    debt                           498            (21)
   Gain on investments              21              -
                         --------------  -------------
                                  (771)        (1,223)
                         --------------  -------------

Income (loss) before
 minority interest,
 income taxes and
 cumulative effect of
 accounting change                (547)        (3,377)

Minority interest                   (9)            24
                         --------------  -------------

Income (loss) before
 income taxes and
 cumulative effect of
 accounting change                (556)        (3,353)

Income tax benefit
 (expense)                         (75)           116
                         --------------  -------------

Income (loss) before
 cumulative effect of
 accounting change                (631)        (3,237)

Cumulative effect of
 accounting change, net
 of tax                              -           (765)
                         --------------  -------------

Net income (loss)                 (631)        (4,002)

Dividends on preferred
 stock - redeemable                 (3)            (3)
                         --------------  -------------

Net income (loss)
 applicable to common
 stock                  $         (634) $      (4,005)
                         ==============  =============

EARNINGS (LOSS) PER
 SHARE:
  Basic                 $        (2.06) $      (13.38)
                         ==============  =============

  Diluted               $        (2.06) $      (13.38)
                         ==============  =============

Weighted average common
 shares outstanding,
 basic                     307,761,930    299,411,053
                         ==============  =============

Weighted average common
 shares outstanding,
 diluted                   307,761,930    299,411,053
                         ==============  =============

(a)  Video revenues is net of $5 million of credits issued to
 hurricanes Katrina and Rita impacted customers related to service
 outages for each of the three and nine months ended September 30,
 2005.

(b)  High-speed Internet revenues is net of $1 million of credits
 issued to hurricanes Katrina and Rita impacted customers related to
 service outages for each of the three and nine months ended September
 30, 2005.


            CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
  UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND OPERATING DATA
        (DOLLARS IN MILLIONS, EXCEPT PER SHARE AND SHARE DATA)

                               Three Months Ended September 30,
                         ---------------------------------------------
                             2005            2004
                         Pro forma (a)   Pro Forma (a)   % Change
                         --------------  ------------- --------------

REVENUES:
   Video                $          852  $         835            2.0%
   High-speed Internet             231            189           22.2%
   Advertising sales                75             72            4.2%
   Commercial                       71             61           16.4%
   Other                            95             86           10.5%
                         --------------  -------------
      Total revenues             1,324          1,243            6.5%
                         --------------  -------------

COSTS AND EXPENSES:
   Programming                     357            327            9.2%
   Service                         203            172           18.0%
   Advertising sales                26             24            8.3%
   General and
    administrative                 231            219            5.5%
   Marketing                        38             32           18.8%
                         --------------  -------------
      Operating costs
       and expenses                855            774           10.5%
                         --------------  -------------

      Adjusted EBITDA              469            469             --
                         --------------  -------------

      Adjusted EBITDA
       margin                       35%            38%
                         --------------  -------------

   Depreciation and
    amortization                   375            369
    Impairment of
     franchises                      -          2,422
   Asset impairment
    charges                          -              -
   Loss on sale of
    assets, net                      1              -
   Option compensation
    expense, net                     3              8
   Special charges, net              2              3
                         --------------  -------------

      Income (loss)
       from operations              88         (2,333)
                         --------------  -------------

OTHER INCOME AND
 EXPENSES:
   Interest expense,
    net                           (462)          (423)
   Gain (loss) on
    derivative
    instruments and
    hedging activities,
    net                             17             (8)
   Loss on debt to
    equity conversions               -              -
   Gain (loss) on
    extinguishment of
    debt                           490              -
   Gain on investments               -              -
                         --------------  -------------
                                    45           (431)
                         --------------  -------------

Income (loss) before
 minority interest,
 income taxes and
 cumulative effect of
 accounting change                 133         (2,764)

Minority interest                   (3)            34
                         --------------  -------------

Income (loss) before
 income taxes and
 cumulative effect of
 accounting change                 130         (2,730)

Income tax benefit
 (expense)                         (29)           213
                         --------------  -------------

Income (loss) before
 cumulative effect of
 accounting change                 101         (2,517)

Cumulative effect of
 accounting change, net
 of tax                              -           (765)
                         --------------  -------------

Net income (loss)                  101         (3,282)

Dividends on preferred
 stock - redeemable                 (1)            (1)
                         --------------  -------------

Net income (loss)
 applicable to common
 stock                  $          100  $      (3,283)
                         ==============  =============

EARNINGS (LOSS) PER
 SHARE:
  Basic                 $         0.32  $      (10.85)
                         ==============  =============

  Diluted               $         0.11  $      (10.85)
                         ==============  =============

Weighted average common
 shares outstanding,
 basic                     316,214,740    302,604,978
                         ==============  =============

Weighted average common
 shares outstanding,
 diluted                 1,012,591,842    302,604,978
                         ==============  =============

(a)  Pro forma results reflect the sales of systems in March and April
 2004 and in July 2005 (collectively referred to as the "System
 Sales") as if they occurred as of January 1, 2004 for all periods
 presented and the removal of the financial impact of hurricanes
 Katrina and Rita. Actual revenues were reduced by $0.6 million and
 $10 million for the three and nine months ended September 30, 2005,
 respectively, and $5 million and $43 million for the three and nine
 months ended September 30, 2004, respectively, related to the System
 Sales and were increased by $6 million for the three and nine months
 ended September 30, 2005 related to credits issued to hurricanes
 Katrina and Rita impacted customers related to service outages.
 Actual adjusted EBITDA was reduced by $0.1 million and $4 million for
 the three and nine months ended September 30, 2005, respectively, and
 $2 million and $18 million for the three and nine months ended
 September 30, 2004, respectively,  related to the System Sales and
 was increased by $6 million for the three and nine months ended
 September 30, 2005 for the hurricanes revenue credits. Actual net
 loss was reduced by $30 million for the nine months ended September
 30, 2005 and reduced by $12 million and increased by $95 million for
 the three and nine months ended September 30, 2004, respectively,
 related to the System Sales and was reduced by $6 million for the
 nine months ended September 30, 2005 related to the hurricanes
 revenue credits and $19 million related to the hurricane asset
 retirement loss. Actual net income increased by $0.1 million related
 to the System Sales, $6 million related to the hurricanes revenue
 credits and $19 million related to the hurricane asset retirement
 loss for the three months ended September 30, 2005.   The unaudited
 pro forma financial information  has been presented for comparative
 purposes and does not purport to be indicative of the consolidated
 results of operations had these transactions been completed as of the
 assumed date or which may be obtained in the future. Adjusted EBITDA
 is a non-GAAP term.   See page 7 of this addendum for the
 reconciliation of adjusted EBITDA to net cash flows from  operating
 activities as defined by GAAP.

                                Nine Months Ended September 30,
                         ---------------------------------------------
                             2005            2004
                         Pro forma (a)   Pro Forma (a)   % Change
                         --------------  ------------- --------------

REVENUES:
   Video                $        2,547  $       2,502            1.8%
   High-speed Internet             672            536           25.4%
   Advertising sales               214            203            5.4%
   Commercial                      205            171           19.9%
   Other                           270            246            9.8%
                         --------------  -------------
      Total revenues             3,908          3,658            6.8%
                         --------------  -------------

COSTS AND EXPENSES:
   Programming                   1,062            979            8.5%
   Service                         571            485           17.7%
   Advertising sales                75             71            5.6%
   General and
    administrative                 657            629            4.5%
   Marketing                       105             98            7.1%
                         --------------  -------------
      Operating costs
       and expenses              2,470          2,262            9.2%
                         --------------  -------------

      Adjusted EBITDA            1,438          1,396            3.0%
                         --------------  -------------

      Adjusted EBITDA
       margin                       37%            38%
                         --------------  -------------

   Depreciation and
    amortization                 1,132          1,093
    Impairment of
     franchises                      -          2,422
   Asset impairment
    charges                          8              -
   Loss on sale of
    assets, net                      6              1
   Option compensation
    expense, net                    11             34
   Special charges, net              4            100
                         --------------  -------------

      Income (loss)
       from operations             277         (2,254)
                         --------------  -------------

OTHER INCOME AND
 EXPENSES:
   Interest expense,
    net                         (1,331)        (1,222)
   Gain (loss) on
    derivative
    instruments and
    hedging activities,
    net                             43             48
   Loss on debt to
    equity conversions               -            (23)
   Gain (loss) on
    extinguishment of
    debt                           498            (21)
   Gain on investments              21              -
                         --------------  -------------
                                  (769)        (1,218)
                         --------------  -------------

Income (loss) before
 minority interest,
 income taxes and
 cumulative effect of
 accounting change                (492)        (3,472)

Minority interest                   (9)            24
                         --------------  -------------

Income (loss) before
 income taxes and
 cumulative effect of
 accounting change                (501)        (3,448)

Income tax benefit
 (expense)                         (75)           116
                         --------------  -------------

Income (loss) before
 cumulative effect of
 accounting change                (576)        (3,332)

Cumulative effect of
 accounting change, net
 of tax                              -           (765)
                         --------------  -------------

Net income (loss)                 (576)        (4,097)

Dividends on preferred
 stock - redeemable                 (3)            (3)
                         --------------  -------------

Net income (loss)
 applicable to common
 stock                  $         (579) $      (4,100)
                         ==============  =============

EARNINGS (LOSS) PER
 SHARE:
  Basic                 $        (1.88) $      (13.69)
                         ==============  =============

  Diluted               $        (1.88) $      (13.69)
                         ==============  =============

Weighted average common
 shares outstanding,
 basic                     307,761,930    299,411,053
                         ==============  =============

Weighted average common
 shares outstanding,
 diluted                   307,761,930    299,411,053
                         ==============  =============

(a)  Pro forma results reflect the sales of systems in March and April
 2004 and in July 2005 (collectively referred to as the "System
 Sales") as if they occurred as of January 1, 2004 for all periods
 presented and the removal of the financial impact of hurricanes
 Katrina and Rita. Actual revenues were reduced by $0.6 million and
 $10 million for the three and nine months ended September 30, 2005,
 respectively, and $5 million and $43 million for the three and nine
 months ended September 30, 2004, respectively, related to the System
 Sales and were increased by $6 million for the three and nine months
 ended September 30, 2005 related to credits issued to hurricanes
 Katrina and Rita impacted customers related to service outages.
 Actual adjusted EBITDA was reduced by $0.1 million and $4 million for
 the three and nine months ended September 30, 2005, respectively, and
 $2 million and $18 million for the three and nine months ended
 September 30, 2004, respectively,  related to the System Sales and
 was increased by $6 million for the three and nine months ended
 September 30, 2005 for the hurricanes revenue credits. Actual net
 loss was reduced by $30 million for the nine months ended September
 30, 2005 and reduced by $12 million and increased by $95 million for
 the three and nine months ended September 30, 2004, respectively,
 related to the System Sales and was reduced by $6 million for the
 nine months ended September 30, 2005 related to the hurricanes
 revenue credits and $19 million related to the hurricane asset
 retirement loss. Actual net income increased by $0.1 million related
 to the System Sales, $6 million related to the hurricanes revenue
 credits and $19 million related to the hurricane asset retirement
 loss for the three months ended September 30, 2005.   The unaudited
 pro forma financial information  has been presented for comparative
 purposes and does not purport to be indicative of the consolidated
 results of operations had these transactions been completed as of the
 assumed date or which may be obtained in the future. Adjusted EBITDA
 is a non-GAAP term.   See page 7 of this addendum for the
 reconciliation of adjusted EBITDA to net cash flows from  operating
 activities as defined by GAAP.


            CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
                UNAUDITED CONSOLIDATED BALANCE SHEETS
                        (DOLLARS IN MILLIONS)

                                         September 30,  December 31,
                                             2005           2004
                                         -------------  -------------

                ASSETS

CURRENT ASSETS:
   Cash and cash equivalents            $          22  $         650
   Accounts receivable, net of
    allowance for doubtful accounts               188            190
   Prepaid expenses and other current
    assets                                         80             82
                                         -------------  -------------
         Total current assets                     290            922
                                         -------------  -------------

INVESTMENT IN CABLE PROPERTIES:
   Property, plant and equipment, net           5,936          6,289
   Franchises, net                              9,830          9,878
                                         -------------  -------------
         Total investment in cable
          properties, net                      15,766         16,167
                                         -------------  -------------

OTHER NONCURRENT ASSETS                           468            584
                                         -------------  -------------
        Total assets                    $      16,524  $      17,673
                                         =============  =============

 LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
   Accounts payable and accrued
    expenses                            $       1,172  $       1,217
                                         -------------  -------------
         Total current liabilities              1,172          1,217
                                         -------------  -------------

LONG-TERM DEBT                                 19,120         19,464

DEFERRED MANAGEMENT FEES - RELATED
 PARTY                                             14             14

OTHER LONG-TERM LIABILITIES                       504            681

MINORITY INTEREST                                 665            648

PREFERRED STOCK - REDEEMABLE                       55             55

SHAREHOLDERS' DEFICIT                          (5,006)        (4,406)
                                         -------------  -------------
          Total liabilities and
           shareholders' deficit        $      16,524  $      17,673
                                         =============  =============


            CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
           UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (DOLLARS IN MILLIONS)

                                         Nine Months Ended September
                                                      30,
                                         ----------------------------
                                            2005           2004
                                         ------------  --------------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                             $       (631) $       (4,002)
   Adjustments to reconcile net loss to
    net cash flows from operating
    activities:
      Minority interest                            9             (24)
      Depreciation and amortization            1,134           1,105
      Asset impairment charges                    39               -
      Impairment of franchises                     -           2,433
      Option compensation expense, net            11              30
      Hurricane asset retirement loss             19               -
      Special charges, net                         -              85
      Noncash interest expense                   188             237
      Gain on derivative instruments
       and hedging activities, net               (43)            (48)
      (Gain) loss on sale of assets,
       net                                         5            (104)
      Loss on debt to equity
       conversions                                 -              23
      (Gain) loss on extinguishment of
       debt                                     (504)             18
      Gain on investments                        (21)              -
      Deferred income taxes                       71            (119)
      Cumulative effect of accounting
       change, net of tax                          -             765
      Other, net                                   -              (1)
   Changes in operating assets and
    liabilities, net of effects from
    dispositions:
      Accounts receivable, net                    (3)              1
      Prepaid expenses and other assets           85               2
      Accounts payable, accrued
       expenses and other                       (241)            (18)
                                         ------------  --------------
          Net cash flows from operating
           activities                            118             383
                                         ------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property, plant and
    equipment                                   (815)           (639)
   Change in accrued expenses related
    to capital expenditures                       36             (23)
   Proceeds from sale of assets                   38             729
   Purchases of investments                       (3)            (15)
   Proceeds from investments                      17               -
   Other, net                                     (2)             (2)
                                         ------------  --------------
          Net cash flows from investing
           activities                           (729)             50
                                         ------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Borrowings of long-term debt                  897           2,873
   Repayments of long-term debt               (1,141)         (4,707)
   Proceeds from issuance of debt                294           1,500
   Payments for debt issuance costs              (67)            (97)
                                         ------------  --------------
          Net cash flows from financing
           activities                            (17)           (431)
                                         ------------  --------------

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                               (628)              2
CASH AND CASH EQUIVALENTS, beginning of
 period                                          650             127
                                         ------------  --------------
CASH AND CASH EQUIVALENTS, end of
 period                                 $         22  $          129
                                         ============  ==============

CASH PAID FOR INTEREST                  $      1,170  $          824
                                         ============  ==============

NONCASH TRANSACTIONS:
   Issuance of debt by CCH I Holdings,
    LLC                                 $      2,423  $            -
                                         ============  ==============
   Issuance of debt by CCH I, LLC       $      3,686  $            -
                                         ============  ==============
   Issuance of debt by Charter
    Communications Operating, LLC       $        333  $            -
                                         ============  ==============
   Retirement of Charter Communications
    Holdings, LLC debt                  $     (7,000) $            -
                                         ============  ==============
   Debt exchanged for Charter Class A
    common stock                        $          -  $           30
                                         ============  ==============

NOTE:  Certain 2004 amounts have been reclassified to conform with the
 2005 presentation.


            CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
              UNAUDITED SUMMARY OF OPERATING STATISTICS

                                     Approximate as of
                      ------------------------------------------------
                       September      June      December   September
                          30,          30,         31,        30,
                        2005 (a)    2005 (a)    2004 (a)    2004 (a)
                      ----------- ----------- ----------- -----------

Customer Summary:
Customer
 Relationships:
  Residential (non-
   bulk) analog video
   customers (b)       5,636,100   5,683,400   5,739,900   5,825,000
  Multi-dwelling
   (bulk) and
   commercial unit
   customers (c)         270,200     259,700     251,600     249,600
                      ----------- ----------- ----------- -----------
      Total analog
       video
       customers (b)
       (c)             5,906,300   5,943,100   5,991,500   6,074,600

  Non-video customers
   (b)                   261,800     248,400     228,700     216,200
                      ----------- ----------- ----------- -----------
      Total customer
       relationships
       (d)             6,168,100   6,191,500   6,220,200   6,290,800
                      =========== =========== =========== ===========

  Pro forma average
   monthly revenue
   per analog video
   customer (e)       $    74.32  $    74.00  $    70.55  $    68.19

  Bundled customers
   (f)                 1,872,700   1,783,400   1,659,700   1,617,600

Revenue Generating
 Units:
  Analog video
   customers (b) (c)   5,906,300   5,943,100   5,991,500   6,074,600
  Digital video
   customers (g)       2,749,400   2,685,600   2,674,700   2,688,900
  Residential high-
   speed Internet
   customers (h)       2,120,000   2,022,200   1,884,400   1,819,900
  Residential
   telephone
   customers (i)          89,900      67,800      45,400      40,200
                      ----------- ----------- ----------- -----------
      Total revenue
       generating
       units (j)      10,865,600  10,718,700  10,596,000  10,623,600
                      =========== =========== =========== ===========

Video Cable Services:
Analog Video:
  Estimated homes
   passed (k)         12,336,000  12,287,500  12,085,900  12,066,300
  Analog video
   customers  (b)(c)   5,906,300   5,943,100   5,991,500   6,074,600
  Estimated
   penetration of
   analog video homes
   passed (b) (c) (k)
   (l)                        48%         48%         50%         50%
  Pro forma average
   monthly analog
   revenue per analog
   video customer (m)     $37.95      $38.51      $37.52      $37.14
  Analog video
   customers
   quarterly net loss
   (b) (c) (n)           (36,800)    (41,700)    (83,100)    (58,600)

Digital Video:
  Estimated digital
   video homes passed
   (k)                12,236,700  12,156,300  12,000,500  11,966,400
  Digital video
   customers (g)       2,749,400   2,685,600   2,674,700   2,688,900
  Estimated
   penetration of
   digital homes
   passed (g) (k) (l)         22%         22%         22%         22%
  Digital penetration
   of analog video
   customers (b) (c)
   (g) (o)                    47%         45%         45%         44%
  Digital set-top
   terminals deployed  3,908,800   3,836,600   3,791,600   3,792,900
  Pro forma average
   incremental
   monthly digital
   revenue per
   digital video
   customer (m)       $    25.94  $    25.64  $    24.09  $    23.95
  Digital video
   customers
   quarterly net gain
   (loss) (g) (n)         63,800      (9,000)    (14,200)     38,700

Non-Video Cable
 Services:
High-Speed Internet
 Services:
  Estimated high-
   speed Internet
   homes passed (k)   10,985,400  10,984,100  10,682,800  10,618,200
  Residential high-
   speed Internet
   customers (h)       2,120,000   2,022,200   1,884,400   1,819,900
  Estimated
   penetration of
   high-speed
   Internet homes
   passed (h) (k) (l)         19%         18%         18%         17%
  Pro forma average
   monthly high-speed
   Internet revenue
   per high-speed
   Internet customer
   (m)                $    36.86  $    37.67  $    36.37  $    35.69
  Residential high-
   speed Internet
   customers
   quarterly net gain
   (h) (n)                97,800      43,800      64,500     108,500

Telephone Services:
 Residential
  telephone customers
  (i)                     89,900      67,800      45,400      40,200
 Pro forma average
  monthly telephone
  revenue per
  telephone customer
  (m)                 $    39.74  $    41.26  $    41.95  $    43.26
 Residential
  telephone customers
  quarterly net gain
  (i) (n)                 22,100      12,500       5,200       9,000


The September 30, 2005 statistics presented above reflect the minimal
losses of customers related to hurricanes Katrina and Rita.  Based on
preliminary estimates, customer losses related to hurricanes Katrina
and Rita are expected to be approximately 10,000 to 15,000.

Pro forma for the effects of the sale of certain non-strategic cable
systems in July 2005, June 30, 2005 analog video customers, digital
video customers and  high-speed Internet customers would have been
5,916,300, 2,673,600 and 2,021,600, respectively.

Pro forma for the effects of the sale of certain non-strategic cable
systems in July 2005, December 31, 2004 analog video customers,
digital video customers and high-speed Internet customers would have
been 5,964,300, 2,663,200 and 1,883,800, respectively.

Pro forma for the effects of the sale of certain non-strategic cable
systems in July 2005, September 30, 2004 analog video customers,
digital video customers and high-speed Internet customers would have
been 6,046,900, 2,677,600 and 1,819,300, respectively.

See footnotes below to unaudited summary of operating statistics of
this Addendum.


(a)  "Customers" include all persons our corporate billing records
 show as receiving service (regardless of their payment status),
 except for complimentary accounts (such as our employees).  At
 September 30, 2005, June 30, 2005,  December 31, 2004  and September
 30, 2004, "customers" include approximately 44,400, 45,100, 44,700
 and 46,000 persons whose accounts were over 60 days past due in
 payment, approximately 9,800, 8,200, 5,200 and 5,500 persons whose
 accounts were over 90 days past due in payment and approximately
 6,000, 4,500, 2,300 and 2,000 of which were over 120 days past due in
 payment, respectively.

(b)  "Analog video customers" include all customers who receive video
 services (including those who also purchase high-speed Internet and
 telephone services) but excludes approximately 261,800, 248,400,
 228,700 and 216,200 customer relationships at September 30, 2005,
 June 30, 2005, December 31, 2004 and September 30, 2004,
 respectively, who receive high-speed Internet service only or
 telephone service only and who are only counted as high-speed
 Internet customers or telephone customers, and therefore are shown as
 "non-video" customers.

(c)  Included within "video customers" are those in commercial and
 multi-dwelling structures, which are calculated on an equivalent bulk
 unit ("EBU") basis.  EBU is calculated for a system by dividing the
 bulk price charged to accounts in an area by the most prevalent price
 charged to non-bulk residential customers in that market for the
 comparable tier of service.  The EBU method of estimating analog
 video customers is consistent with the methodology used in
 determining costs paid to programmers and has been consistently
 applied year over year.  As we increase our effective analog video
 prices to residential customers without a corresponding increase in
 the prices charged to commercial service or multi-dwelling customers,
 our EBU count will decline even if there is no real loss in
 commercial service or multi-dwelling customers.

(d)  "Customer relationships" include the number of customers that
 receive one or more levels of service, encompassing video, Internet
 and telephone services, without regard to which service(s) such
 customers receive.  This statistic is computed in accordance with the
 guidelines of the National Cable & Telecommunications Association
 (NCTA) that have been adopted by eleven publicly traded cable
 operators, including Charter.

(e) "Pro Forma average monthly revenue per analog video customer" is
 calculated as total pro forma quarterly revenue divided by three
 divided by average pro forma analog video customers during the
 respective quarter.  This calculation is pro forma giving affect to
 the reduction of monthly revenue and average analog video customers
 for the disposition of systems in July 2005 as if it occurred as of
 the earliest period reported.

(f) "Bundled customers" include customers receiving a combination of
 at least two different types of service, including Charter's video
 service, high-speed Internet service or telephone.  "Bundled
 customers" do not include customers who only subscribe to video
 service.

(g)  "Digital video customers" include all households that have one or
 more digital set-top terminals. Included in "digital video customers"
 on September 30, 2005, June 30, 2005, December 31, 2004 and September
 30, 2004 are approximately 8,900, 9,700, 10,100 and 10,700 customers,
 respectively, that receive digital video service directly through
 satellite transmission.

(h)  "Residential high-speed Internet customers" represent those
 customers who subscribe to our high-speed Internet service.  At
 September 30, 2005, June 30, 2005, December 31, 2004 and September
 30, 2004, approximately 1,896,000, 1,787,600, 1,667,000 and 1,614,400
 of these high-speed Internet customers, respectively, receive video
 services from us and are included within our video statistics above.

(i)  "Residential telephone customers" include all households who
 subscribe to our telephone service.

(j)  "Revenue generating units" represent the sum total of all analog
 video, digital video, high-speed Internet and telephone customers,
 not counting additional outlets within one household.  For example, a
 customer who receives two types of service (such as analog video and
 digital video) would be treated as two revenue generating units, and
 if that customer added on high-speed Internet service, the customer
 would be treated as three revenue generating units.  This statistic
 is computed in accordance with the guidelines of the NCTA that have
 been adopted by eleven publicly traded cable operators, including
 Charter.

(k)  "Homes passed" represent our estimate of the number of living
 units, such as single family homes, apartment units and condominium
 units passed by our cable distribution network in the areas where we
 offer the service indicated.  "Homes passed" exclude commercial units
 passed by our cable distribution network.  These estimates are
 updated for all periods presented when estimates change.

(l)  "Penetration" represents customers as a percentage of homes
 passed for the service indicated.

(m) "Pro forma average monthly revenue" represents pro forma quarterly
 revenue for the service indicated divided by three divided by the
 average number of pro forma customers for the service indicated
 during the respective quarter.  The calculation is pro forma giving
 effect to the reduction of monthly revenue and average customers for
 the disposition of systems sold in July 2005, as if it occurred as of
 the earliest period reported.

(n)  "Quarterly net gain (loss)" represents the net gain or loss
 in the respective quarter for the service indicated.

(o)  "Digital penetration of analog video customers" represents the
 number of digital video customers as a percentage of analog video
 customers.


            CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
   UNAUDITED RECONCILIATION OF NON-GAAP MEASURES TO GAAP MEASURES
                        (DOLLARS IN MILLIONS)

                        Three Months Ended      Nine Months Ended
                           September 30,           September 30,
                      ----------------------- -----------------------
                         2005        2004        2005        2004
                        Actual      Actual      Actual      Actual
                      ----------- ----------- ----------- -----------

Adjusted EBITDA (a)   $      463  $      471  $    1,436  $    1,414
Less:  Purchases of
 property, plant and
 equipment                  (273)       (249)       (815)       (639)
                      ----------- ----------- ----------- -----------

Un-levered free cash
 flow                        190         222         621         775

Less:  Interest on
 cash pay obligations
 (b)                        (388)       (350)     (1,145)       (990)
                      ----------- ----------- ----------- -----------

Free cash flow              (198)       (128)       (524)       (215)

Purchases of
 property, plant and
 equipment                   273         249         815         639
Special charges, net           -          (3)         (4)        (15)
Other, net                    (1)         (2)        (10)        (11)
Change in operating
 assets and
 liabilities                (137)         99        (159)        (15)
                      ----------- ----------- ----------- -----------

Net cash flows from
 operating activities $      (63) $      215  $      118  $      383
                      =========== =========== =========== ===========


                         Three Months Ended      Nine Months Ended
                            September 30,           September 30,
                      ----------------------- -----------------------
                          2005        2004        2005        2004
                       Pro forma   Pro forma   Pro forma   Pro forma
                           (c)         (c)         (c)         (c)
                      ----------- ----------- ----------- -----------

Adjusted EBITDA (a)   $      469  $      469  $    1,438  $    1,396
Less:  Purchases of
 property, plant and
 equipment                  (273)       (248)       (814)       (635)
                      ----------- ----------- ----------- -----------

Un-levered free cash
 flow                        196         221         624         761

Less:  Interest on
 cash pay obligations
 (b)                        (388)       (349)     (1,143)       (985)
                      ----------- ----------- ----------- -----------

Free cash flow              (192)       (128)       (519)       (224)

Purchases of
 property, plant and
 equipment                   273         248         814         635
Special charges, net           -          (3)         (4)        (15)
Other, net                    (1)         (2)        (10)        (11)
Change in operating
 assets and
 liabilities                (137)         99        (159)         (7)
                      ----------- ----------- ----------- -----------

Net cash flows from
 operating activities $      (57) $      214  $      122  $      378
                      =========== =========== =========== ===========

(a)  See page 1 of this addendum for detail of the components included
 within adjusted EBITDA.

(b)  Interest on cash pay obligations excludes accretion of original
 issue discounts on certain debt securities and amortization of
 deferred financing costs that are reflected as interest expense in
 our consolidated statements of operations.

(c)  Pro forma results reflect the sales of systems in March and April
 2004 and July 2005 as if they occurred as of January 1, 2004 for all
 periods presented and the removal of the financial impact of
 hurricanes Katrina and Rita.

The above schedules are presented in order to reconcile adjusted
EBITDA, un-levered free cash flows and free cash flows, all non-GAAP
measures, to the most directly comparable GAAP measures in accordance
with Section 401(b) of the Sarbanes-Oxley Act.


            CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
                        CAPITAL EXPENDITURES
                        (DOLLARS IN MILLIONS)

                        Three Months Ended       Nine Months Ended
                            September 30,           September 30,
                       ----------------------  ----------------------
                         2005        2004        2005        2004
                       ----------  ----------  ----------  ----------

Customer premise
 equipment (a)        $       94  $      119  $      322  $      345
Scalable
 infrastructure (b)           49          22         138          55
Line extensions (c)           37          41         114          94
Upgrade/Rebuild (d)           13          12          35          28
Support capital (e)           80          55         206         117
                       ----------  ----------  ----------  ----------

   Total capital
    expenditures (f)  $      273  $      249  $      815  $      639
                       ==========  ==========  ==========  ==========


(a)  Customer premise equipment includes costs incurred at the
 customer residence to secure new customers, revenue units and
 additional bandwidth revenues.  It also includes customer
 installation costs in accordance with SFAS 51 and customer premise
 equipment (e.g., set-top terminals and cable modems, etc.).

(b) Scalable infrastructure includes costs, not related to customer
 premise equipment or our network, to secure growth of new customers,
 revenue units and additional bandwidth revenues or provide service
 enhancements (e.g., headend equipment).

(c) Line extensions include network costs associated with entering
 new service areas (e.g., fiber/coaxial cable, amplifiers, electronic
 equipment, make-ready and design engineering).

(d)  Upgrade/rebuild includes costs to modify or replace existing
 fiber/coaxial cable networks, including betterments.

(e)  Support capital includes costs associated with the replacement
 or enhancement of non-network assets due to technological and
 physical obsolescence (e.g., non-network equipment, land, buildings
 and vehicles).

(f)  Represents all capital expenditures made during the three and
 nine months ended September 30, 2005 and 2004, respectively.

CONTACT: Charter Communications Inc.
Press:
David Andersen, 314-543-2213
or
Analysts:
Mary Jo Moehle, 314-543-2397

SOURCE: Charter Communications Inc.